Spider in Bayville
by Mjh Hunter
Summary: Peter get's sent to Bayville to report any 'unusual' activities, while he's there, he attends the high school there and befriends the X-men quickly. He finds himself eyeing a certain Kitty in interest , While she eye's a certain spider. However trouble appears to have followed him.
1. Chapter 1

_**Chapter 1**_

Peter was worn out from his _4 hour _patrol, Usually it took half that time, but the day seemed to be villains version of Christmas and took their game up.

Peter felt like he needed a break, at least a rest until 12:00. Aunt may was of for a skiing trip in Alaska for 2 weeks, so Peter was alone to do what he wished.

Sadly thou he couldn't have his rest as the phone went off.

"Who is it!" Peter asked annoyed

" Parker! where are you, Are you STILL in Bed?, Get off your lazy ass right now and get over here or else!" J.J Yelled over the Phone.

'Just when I was getting to sleep' Peter thought as he got his cloths in his backpack. He then put on his mask, gloves and web shooters and set of to the Daily Bugle.

* * *

Peter arrived shortly and all he could hear in the corridors was loud mouth ( as usual ), Even with his spider enhanced DNA, he has to cover his ears on these moments

"HOWARD!, GET THAT PAGE PRINTED OFF LIKE THERE'S NO TOMOROW, DEBI HURRY UP WITH THAT COFFIE AND WHERE THE HELL IS PARKER!"

"Right here Mr Jameson" Peter said as he put his fingers out of his ears

" About time, Parker" J.J said.

Peter walked into his office and as he walked in, he took notice of the paper's that all had a story on strange activities in Bayville. Sadly thou no one could identify, who or what causes them.

"As you could see, some of my low-class reporters, have been saying that some usual stuff have happing in Bayville, they all never give me proper evidence, which is why you never see much reporters here"

"What's this got to do with me?" Peter asked impatiently

" I'M GETTING THERE!" Jameson snapped

"Geez, Teenagers, so anyway I want you to go over there and see what you can find, I've booked you the best Apartment and so your grades don't fall down, I've got you a place in the high school there". J.J Explained.

"How long do you want me doing this, boss?" Peter had to ask.

"as long as it takes, if you have a problem with that ,then your FIRED" J.J said at a quitter tone.

" Okay, Ill do it"

" Good, that's what I wanted to here, now I've booked you a plane to take you there which will depart at 16:00" J.J explained.

Peter looked at the clock which said 12:00, so he has another 4 hours till he goes.

" well what are you standing there for?, GO,GO,GO,GO!" Jameson returned to his normal tone.

Peter rushed out of the office and went to the storage room to get change and swing out of the window. He headed over to his room to get all his stuff ready for the trip ( or Holiday if it took long).

he made a back-up note encase he wasn't back in two weeks for Aunt May which simply said job at Bugle, may be a while.

" Right better make sure that I've got enough web fluid for my patrols there, Hopefully there's a shop for web chemicals near. Costumes check, Clothes check, Note for Aunt may check, phone check and I think that's it"

'Now that I've mentioned it, I think I should get some more web fluid since I've only got 3 cartridges left' Peter thought to himself, he had an hour and a half left until he to go to the airport.

* * *

_ **1 Hour Later**_

Peter retuned in time to craft the webbing (since he couldn't bring the web chemicals with him for obvious reasons) and had enough time to get to the airport by a cab ( which J.J or so booked).

Peter was expecting a regular cab, but was surprised to see it was J.J's own personal cab. ' He's DEFIENTLY counting on me ' Peter thought in amazement as it contained, soft leather seats, widescreen TV and it's own laptop. sadly thou he couldn't enjoy it as Jameson left a note, saying he could only sit and not use thing else.

The journey took only 10 minutes and when he got there, a man in a suit came over and took him to the right plane automatically since Peter was booked a 1st class plane.

The plane trip took over 2 hours and when peter got to Bayville, it was crowed at the station.

Another man was there to take Peter to his apartment and the cab was a boring, regular cab. Just regular hard seats with nothing but the view.

another 10 minutes past by and when peter got into his apartment, he was or so impressed since it contained a 3D TV, the latest Sky, a king-sized bed, a prepared fridge, a Golden bath and plenty of space with a computer.

'Yep, that's a bit over kill' Peter thought as he started to un-pack, He placed his costume equipment under the bed in a special bag that had finger print scan ( A gift from Iron man, when he helped him defeat whiplash ( he doesn't know his secret I.D)).

After peter unpacked he decided to look on the internet for any shops that may sell web-chemicals and he was lucky since there was one near the school he was going to attend.

Specking of which he got an email from J.J saying that he had to be at the high at 9:00 sharp and the Head will take care of the rest.

' well looks like that's sorted' Peter thought.

The time was 17:15 and since no body knew of Spider-man's presence yet, He decided to come out of the shadows and go and see any 'unusual' activities. But first, he needed a shower.

'haven't had one since yesterday, and being me I need them more often' .

The shower for Peter, was perfect in temperature and space, since the one at home was a bit too small.

After the shower, peter got into his costume and set of for the night.

* * *

Things were too quite for peter's liking, there was no crimes going on at all, every bank that Peter swung past was quite, all the shops were normal, _everything _was normal.

'Must be one of those day's then' Peter thought out load, another 25 minutes he was about to give up until he heard a scream, coming from the nearby ally.

'at least I don't have to agree with Pickle Puss' Peter thought as he went over to find a common crook, mugging someone.

"All right lady, Give me your cash NOW!" The crook yelled.

"You didn't say please, did you?" Spider-man joked as he jumped down the roof. The crook stepped back in shock.

"who. Who are you!?" The crook asked.

"Haven't you heard of me, I'm the friendly Neighbourhood Spider-man at your service" Peter greeted him self with a little bow. The crook was freaked out and tried to run but couldn't because Spider man webbed up his feat and when he tried to cut with his knife, he wasn't paying attention and got smashed in the face, knocking him out cold.

' well that was easy' Peter thought as he webbed him up to the nearest street lamp.

The women called the police and peter thought he might as well be going.

peter returned to the room and fell onto the bed like a bomb and just went to sleep.

_**Done, I hope you all like this first chapter and the next one will be when Peter meets the X-men at high.**_

**_Please read and review._**


	2. New day, New surprises

_** Spider in Bayville**_

_Telepathic speech. **I do apologise since I can't do Kurt and Rogue's accent.**_

Peter woke up the next day, feeling nervous for going to this high, since he doesn't know if there's anyone who will pick on him for being a 'nerd' (all thou it doesn't hurt, he has to play possum), despite that, Peter was looking forward to going to this high , even if it's temporary.

While he got ready, he took notice of the photo he took with him, it was the one with him and... Gwen. That was taken a month before she was killed.

Wiping his single tear, peter went out and walked to the high (it wasn't far, just a few blocks away and he might as well walk).

As he was walking by, he noticed a red, classic convertible down the street, heading to the same school as him. The roof was down so Peter could see the people there.

The car stopped by him and the driver looked at him with a smile on his face, so did the other 5.

'Okay, this is awkward' Peter thought to him self.

" Hi there, You off to the high as well as us?" The man asked

"Um.. Yea" Peter answered

"Would you like a ride with us the rest of the way there?" He asked. Peter wasn't sue, but his spider-sense wasn't going off so it should be okay.

"Sure, thanks" Peter answered, he then decided to... show of a bit and he jumped in the air, did a bit of a summersault and landed in the back next to a boy with skate gear on and a girl who had her hair In a ponytail. She blushed as he got in.

"Nice one" the boy said.

"Thanks"

"Anyway, I'm Scott Summers" He introduced himself, he took his had out and Peter shook it. 'he's got a bit of a strong grip' Scott thought

"This is Jean Grey". Scott said while pointing to the girl next to him

"Hi" She introduced, he gave her a wave.

"This here, with the white and red hair is Rogue"

"Well how you doing yo" She said.

'That would make Felicia jealous' Peter thought to him self as he waved again. ( The hair would)

"Over here, is Spyke"

"Hey ya pa" He gave Peter a thumb's up

'He reminds me of harry' Peter thought yet again as he or so gave a thumb's up

" The short one here is Kurt" Scott said teasingly to Kurt

"Oi, who you calling short and hello there " Kurt said.

peter let out a chuckle since they were like brothers.

" And this one over here is Kitty" Scott introduced Peter to Kitty.

"Hi ya" Kitty said shyly, Peter smiled at her and gave a wave.

"My name's Peter Parker and it's nice meeting you all" Peter introduced himself. They all seemed rather friendly to him.

" So you new here?" Jean asked him.

"Yep, my boss J.J sent me here to do some Bugle business" This caught everyone's attention

"Wait so you work at the N.Y.C Bugle?" Kurt asked.

"As a freelance photographer, It help's with the bill's " Peter said.

"I see, so do you live with your parents?" Spyke asked.

"No, just my aunt, my parents died at a plane crash when I was 4 and my uncle... well, I don't want to talk about it" peter admitted sadly.

He felt something on his hand, he looked up to see kitty holding his hand with a understanding look on her face, He blushed at this.

"It's okay I.. we understand" She told him. She looked at their joined hands and quickly pulled away blushing like mad. They both sat there in silence.

" Okay ladies, we're here" Scott told the group and indeed they were here.

" Right, so Peter I believe that you have to go the Heads office to receive your time table" Rogue told him.

"I'll go with you, since It's first time here" Kitty offered.

" No I'll take him, You've got a test today, remember?" Scott said.

"Hey, so do you and besides, I've got Mr Mecoy so he'll understand" Kitty countered.

"Who's Mr Mecoy" Peter asked

" He's like the best and nicest teacher here, He always understands when a pupil need's to be excused from class" Kitty explained.

"All right, you win" Scott gave up.

With that the other's went of to their class, while Kitty took Peter the Head's office.

"I think, your lucky, since this head is better than the old one" Kitty said, Peter looked at her with interest.

"Who was the old head?"

"This dog who just goes soft with the 4 main bullies of the school" Kitty said without too much info

'Well, that's part true at least' Kitty thought to her self.

"Who are these 4 main bullies then" Peter asked.

"Well, There's one who acts like a frog, then there's one who is really fat, plus one who was my ex-boyfriend and a white hair dude who's really fast" She explained.

"And I thought I had a bad ex" Peter said in wonder.

"Who was your ex?" Kitty thought in curiosity.

"Well, her name was Felicia hardy and we used to date, but she didn't like a part of me and well dumped me"

"Are you over her?" Kitty asked him.

"I'm happy to say, yes" Peter said, Kitty was relived.

The pair carried on talking and made it to the head's office.

Peter knocked on the door and was opened by a gentle looking man.

"Hello there Kitty and you must be Peter Parker, right ?" He said, he took his hand out and peter shook it.

"Now here is your time table and have a good time here. The head said and he shut the door.

"That was quick" Peter said.

"You get used to it in time" Kitty said.

"Okay, then it looks like I've got the computer lab's first"

"That's good since you'll be with Jean and Kurt" Kitty said slightly disappointed that he won't be with her.

"Well okay, then see you later" Peter said

"Won't you need help to get there?" Kitty asked.

"Na, I'll find my way there" Peter told her.

"okay then by" Kitty said. They left to head to their own classes

'OMG, I've never see anyone as cute as him' Kitty thought wildly

'Ohm, come on kitty, I thought I was your first choice' Kurt said telepathically.

'Hey, Your not even my second choice Kurt, I thought we should give the guy a lift, thank you Jean for reading his mind' Kitty said.

'Hey, you know I hate doing it to strangers, and besides the professor was lucky to have detected him last night. I'm still not sure if he's a mutant or not.'Jean said as well.

* * *

Peter found his way to the computer labs and with only getting lost once.

He was just in time for the teacher to start his registration.

"Ahh , Mr Parker, you must be the new boy, there's a seat next to Kurt, so if you please " She said.

Kurt waved over to Peter and he made his way over.

"Well long time no see Peter" Kurt joked.

"Well, it hasn't been that long Kurt" Peter said and they both laughed.

Jean just rolled her eyes at their behaviour, true she read his mind on the way to high, When the Professor detected him last night, he asked her to check his mind to see if he's simply a good guy. And if he was, then see if he would want to come to the institute. Peter seemed to get along just fine with the others. Especially Kitty, she seemed comfortable around him

* * *

(Lunch Time)

A few hours past and then it was time for lunch.

Scott asked Peter if he would like to sit with him and the others and Peter almost instantly said yes.

"So Peter, how long are you planning on staying here then?" Scott asked as the walked over to the table where the others already were.

"As long as it takes to get the job done, which is properly forever." Peter answered.

"I see, do you have a room mate or anything?" Scott asked.

"Nope it's just me, it is quite good then I get all the space to my self."

"Well I would say your lucky, because with us there's hardly any privacy with all the people around" Scott said with a chuckle

"wait do you all live in the same house?" Peter asked astonished.

"sort of, we live in this big, incredible institute owned by Professor Xavier"

"I've heard of Xavier, He's one of the smartest people known".

"Glad you say so, hey guys" Scott said to the others as they made it to the table.

"Hey you two, " They all said to the pair.

Scott sat down next Jean and Kurt while Peter sat next to Spyke and Kitty.

"So Peter you got anything planned for tonight?" Kitty asked without making proper eye contact. He was going to go on patrol but he would like to hang out with his new friends.

'Well, it wouldn't hurt would it not going on Patrol since there was hardly any crimes here' Peter thought.

"Nope not really" Peter answered.

Before anyone could say anything, Peter's spider-sense went of and jumped out of the way, of the fat Blob kid that Kitty told him about.

Blob crashed into another table and went through it.

'Flash is bad enough, but this is ridiculous' Peter thought

"Jesus, that had to hurt" Peter said. Blob smirked at him.

"It didn't and I'm known to be the strongest teenager."

"Why how much can you lift up to big guy?" Peter asked

"Over 4 tonnes shrimp" Blob said.

'I can lift _over 10_ tonnes ' Peter thought to him self.

_'Ten tonnes!'_ Jean told the others in astonishment.

'_ I think fat boy here will have to change his name to the second strongest teenager'_ Rogue said in a unbelievable voice (or thought).

"Okay you two, this doesn't have to get messy" Jean went in-between the two of them.

"She's right, just go away fatty, the people here don't need a chilly, cheese dog eater" Peter insulted

"BIG, Mistake!" Blob Bellowed

Jean didn't have a choice but use her abilities to make Blob go away.

"You just need to head to your detention right now" Jean said while putting her fingers to her head.

'Whoa' Peter thought as Blob actually went to his false detention.

"How did you?" Peter asked.

The group looked at each over.

"It's complicated you see" Scott said.

"You see, we're what you might call 'Mutants', we have inhuman abilities by our X-Gene." Jean explained.

Peer was a little shocked by all this.

" Scott can fire Optic blast's from his eyes, Spyke can make spikes from anywhere on his body, Rogue can absorb the powers and memoires of others just by touching them, Kurt can teleport anywhere within a 2 mile distance, Kitty can phase through anything." Jean said.

'_And I can read peoples thoughts, use telekinesis and fly'_ Jean explained telepathically. Peter was freaked out by the fact she spooked to him in his head.

"Wait, does that mean that you know that I'm" Peter asked worryingly

"Yes, your Spider-man, we learned about your presence last night." Scott confirmed. Peter was a little creped out that they knew who he was the whole time.

A smile crept up to Peter's face " Well, I guess that we all have pretty big secrets" He said to them. They all got a smile on their faces except Kitty. Who was still looking down, Peter knew what that meant. he often did that when someone thought he was a freak or so when people were freaked out by him.

He went up to her and took her hand in his " I'm not freaked out, I've been called a freak million's of times and to me, none of you guy's are anything like freaks, especially you" Peter said to her in a comforting tone.

She looked at him and hugged him hard. "Thanks Peter, that means a LOT to me" She said to him

Peter blushed " Anytime Kitty, anytime" he returned the hug

They both let go of their embrace and looked each over deep in the eyes .

Kurt cleared his throat and they looked away blushing.

" Well then with that out of the way, shall we eat then?" Scott asked them all. They all nodded and got back to eat.

* * *

The rest of the Day was rather pleasant. Peter and the others were currently heading to Scott's car.

"Hey Peter want to head to the Institute with us?" Scott asked.

Peter smirked at him. " Sure, but how about I swing there and follow you guy's instead ?"

"Okay then, there's an ally way over there where you can get changed" Kurt pointed.

"Okay, I'll be a minute, wait for me would ya, no cheaters" Peer said as he walked over. He got his costume out and got change. He returned to the lot, they were impressed by his costume.

"Nice, made it your self?" Rogue asked

"yep pretty much" Peter said

"Can I ride with you Peter?" Kitty asked excitingly. Peter nodded and she went behind him, put her arms round his neck and was ready to go.

Peter spun out a web to the nearest Building while Scott revved the Car.

"Three. Two. One. Go!" Kurt said. And they were off. Peter was currently in the lead with kitty having the time of her life.

"Whipppppyyyy! "Kitty cheered from the wind and raw excitement.

Peter had Gravity and Wind to his advantage while Scott had to build up speed over time.

'_Hey Scott, Car a bit rusty" Peter jokingly thought out loud._

_'Oh your asking for it now!' Scott said as he pushed extra hard on the pedal and got into 6th gear._

Scott shot into the lead while Peter had a hard time keeping up. The corners gave him the slip he needed and was swinging along side the car.

'This is the best way to travel' Kitty thought to her self. Peter decided to show off again and jumped into the empty seat in the car, surprising them all.

"I thought you said no cheaters " Kurt asked him. Peter placed Kitty on his lap. They both blushed without each over knowing.

"I did, besides we're getting closer to the institute , I saw it while swinging" Peter explained.

"I'm surprised you know what it look's like considering it's your first time." Jean said.

Peter just shrugged his shoulders and they finally arrived at the institute. Peter was impressed by the outside of it.

They all got out of the car while Kitty got of Peter lap and while Peter took of his mask and put it in his bag.

Once inside, Kitty _Insisted on_ giving Peter a tour, the others went to the Danger room for a bit of training from Storm.

* * *

"Well then, look's like your my tour guide then" Peter said to Kitty as the others went off.

"Yep, got a problem?" Kitty asked playfully. Peter was able to tell and gave her a grin.

"Nope, shall we get on then?" Peter asked her.

She nodded and they both went off for the little tour.

* * *

(With Scott and the others)

They made their way to the Danger room and Storm was already there waiting for them.

"I take it you had a good day today, Judging by the looks on your face, I'd say you meet Peter Parker, am I correct?" She asked the group. Who stood frozen, like they've been caught red handed.

"Yea we did, How did you know?" Spyke asked his aunt who smirked at him.

"I've been with you all, long enough to be able to guess right" She simply said.

"Well then, where is Kitty?" she asked, noticing the missing One.

"she's giving, Peter a tour of the institute, she actually insisted on doing so" Jean told Storm.

"Really?, That's new even for her, since she's always trying to get away from Kurt." She said.

"Hey!, she doesn't always" Kurt countered.

"Just messing, So how about we get a bit of practice then?" Strom asked them.

They all nodded.

"Computer, run simulation 290" Strom told the commands to the A.I.

'Running simulation' And the room turned into a maze.

"Your job is to find the end of this maze, however it's not that simple, on the way there is a series of traps that only as a team, you can overcome, you have a time limit and I will let you know when your out of time" Storm explained.

The whole group moaned.

"Well. come then guys" Scott told the others and they got a move on.

'I Wonder how Peter 's getting on with the tour by Kitty' Scott thought to himself.

**Meanwhile**

"And over here is the dinning hall, which is pretty big, if you ask me" Kitty said as they passed through the Dinning hall.

"It is big, do you lot often get visitors ?" Peter asked her.

"Not exactly, we get visitors when the come to drop of their kids here" Kitty said.

They moved on.

"Up ahead is the lift to the lower parts of the institute, down there is the danger room which used for training, Cerebro which is a device that the professor uses to find Mutants and the Blackbird Hanger." Kitty told Peter.

"Nice, is there like a laboratory or something here." Peter asked.

"yes, upstairs on the right" Kitty answered.

"Okay, What exactly do you do Kitty when not at school?" Peer asked her with interest .

"Well, I often type to my parents, which is hard when you have Kurt around, I sometimes hang out with Rogue and sometimes all of us go in the swimming pool, which is at the back of the Institute." Kitty said.

" Guess your lucky for having this big place to live in" Peter told her.

"I'm not really lucky, since I have to bear with everyone here" Kitty told him.

Peter just chuckled and got a look from her in return.

"How long have you been Spider-man?" Kitty asked him.

"For about 2 years now" Peter answered her.

" Surprised you even keep count Bub " Said a new voice.

They turned around to see Logan and the Professor.

"Hello Peter, I'm professor Charles Xavier and Welcome to the Institute , I take it that Kitty gave you a tour ?" The professor greeted.

"Yes professor and It's a pleasure meeting you sir" Peter said while shaking his hand.

"Well then, what Kind of Powers do you have, then Bub" Logan asked In his usual tone.

"Well, we could head to the danger room when the others are done and run a test".

"We might not have to wait for long Kitty" Peter said pointing to the tired group of people who just came from the elevator.

"Well, then bub look's like it's your turn." Logan old peter.

"Well what's your name?".

Logan snarled "Logan or wolverine but stick with Logan, then I won't have to gut you". He showed his three claws near Peter's chin

Peter backed away a bit. He got out his web shooters from his bag and put them on.

"What are those Peter, that you just put on?" The professor asked curiously

"These are my web shooters , which I made myself, since I for some reason can't shoot my own webbing" Peter answered.

"well perhaps we could look into that later, right now lets see what your made of" Logan said.

They made their way to the danger room, Peter through the front door while the others went to the observation deck.

* * *

Peter got him self ready and was prepared for anything.

"Alright bring it on" Peter dared the others who were getting the simulation ready.

"Okay, we'll start with an easy one" The professor told him.

In a flash, 10 drones, 6 combat robots and several weapons on the walls were armed and ready.

Spider-man took the head start by web-grabbing two drones and throwing them into two other drones, destroying them. ( 4 down , 6 to go)

The lasers on the walls started to open fire. Peter ran up the wall while avoiding the shots. He did a backflip and shot out web balls, 3 web balls hit their target and they retracted.

The combat robots charged at him. His spider-sense went off and Peter managed to jump out of the way of the them and shot three web lines , grabbing three of them and spun them round. He let them go and they smashed into the incoming claws. He then did a round kick on one of the combat robots, knocking its head of. Using that same head, he launched it up and kicked it hard at the two reminding one's. One had a hole in his chest while the last one was still standing. Peter ran up to and punched through it's chest.

So now all peter had to worry about was the remaining drones and the chainsaws ( on the mechanical arms) on the walls.

The drones began their assault, Peter quickly made a thick, web shield to block the lasers. When the drones went passed him, he quickly swung in the air and managed to kick one of them. There was just three left and he had an idea, He went over to the first chainsaw and ripped it of with brute force and he headed over the last one.

'My timing has to be just right' Peter thought as he concentrated.

" I see what's he going to do " Logan said.

"What, what is he trying to." Scott asked, Logan put his hand up.

"Just watch" He simply said.

Peter was waiting for the drones to come at him. AND for the last chainsaw to come up behind him. He saw the drones coming, powering up.

The chainsaw was getting closer to. As the drones came closer, Peter executed his plan, he leaped behind the drones, spun a web net which covered them all. The drones landed just where peter hoped they would, in the path of the chainsaw.

The chainsaw came into contact with the remaining drones and the blades started to come off and when the last one, hit the drone that was being hit, the drone exploded and took out both the last set of drones and the chainsaw.

"Two Bird's, One Stone" Peter said to himself.

The professor was finished recording Peter's performance and put it on the system where the others were.

"Nice job Bub" Logan told him.

"Yes indeed, you showed great talent peter" The professor said to him.

Peter took of his mask had a bit of a stretch to relax his muscle's.

"Thanks professor" Peter said.

"Your welcome, now who's hungry?" The professor asked.

Peter instantly put his hand up.

"I may have super stamina, but for a start, I didn't get much sleep last night and with all that's happened today, I'm starving" Peter said.

"Same thing here professor" Scott said, the other nodded as well.

"Well your in luck, while you were busy, I managed to cook up some supper for us all" Storm told the group as she walked in.

Kurt quickly vanished in a blue huff and everyone except Kitty and Peter went off to dinner.

"Need a hand there?" Kitty asked. Peter answered by Wall-crawling up the window. He stuck out his hand.

Kitty phased her hand through, grabbed peter's and pulled him through.

"Thanks" Peter said to her.

"Your welcome" Kitty said, they both smiled at each over, time passed but to them both It seemed like forever. Peter brushed a bit of Kitty's hair away from her face, this caused her to blush .

"Quirky" Peter whispered under his breath. This caught Kitty's attention.

"Isn't quirky, French for...?" Kitty asked, getting her hopes up, Peter looked at her straight at the eyes.

"Cute" Peter answered her. Kitty beamed, Not knowing what they were doing, they started to lean in closer to each over.

Sadly thou they couldn't do what they were about to do because of the yell that came from the corridor.

"HEY!, you two coming or what!" Logan yelled.

They quickly pulled away and looked away from each over, blushing like mad. They causally made their way to the dinning hall.

* * *

They all had small talk, the talk was mainly about either Peter's superhero life or the X-men's past.

"So Peter ever had a girl" Scott asked him, which earned a elbow in the gut by Jean.

"Well, I wouldn't exactly A girl, more like several" Peter answered him, The people nearest had wide eyes.

"Blimy, you lucky thing, who was the first chick?" Kurt asked him.

Peter smiled at the image. " Gwen Stacy, she was one of the sweetest girls I knew, We had great times together, we never did break up, but then _It _ happened " Peter Said with a low voice on the last part. He started to bring up tears.

"What happened ?" Rogue asked him. Kitty looked at him concerned.

Peter took a deep breath for what he was about to tell. "...She...was Murdered ... **!" **Peter confessed with pure hatred, he was tensed and was gritting his teeth. With that everyone was shocked (Including Logan)

"How did it happen exactly?" Kitty asked. He looked at her and used her for support.

"I've never told anyone what really happened, but it started when goblin regained his memories abut his fights with me and kidnaped Gwen. I found them at the top of the bridge, while we fought, the Goblins glider hit Gwen and she fell off" Peter started.

This bit was the hardest for Peter." While she was falling , I caught her with my webbing ,but her neck snapped... and by the time I realized what had happened, the Goblin was laughing his head off, That MURDEREOUS SON OF A.." Peter grabbed his hand before it smashed on the table. He had tear's running down his face

"There's more. I started to choke him for what he had done, he only just got out... I later tracked him down to an abandoned warehouse and he was in for hell. I started to beat him up to the point of near death, I was about to end him when I came to my sense's about the fact that, even if he was dead, nothing would have changed at all. However, The goblin gathered enough strength to activate his damaged glider and have it impale me, my spider-sense warned me about it and I was lucky to avoid it, unlike him who couldn't get out of the way and was impaled instead". He finished.

The whole room was silenced after he finished. Everyone sat in shock. Kitty the most. Even Logan was speechless.

"So he basically killed himself bub?" Logan asked. Peter just nodded. He was prepare for the laughter ( Well Felicia did at that point), that would have followed. But it was instead followed by silence.

"Well, that I didn't expect" Scott said, the others nodded in agreement.

"Peter you okay?" Kitty asked him. Peter turned to see kitty even more concerned.

"Yea, I'm fine thanks " Peter while wiping his tear's away. She walked up to him and hugged him in comfort , which Peter returned.

"So anyway, Peter how exactly did you get your powers?" The Professor asked, changing the subject.

"Well let's just say I got bit by a radioactive spider" Peter simply said.

The others had looks that didn't believe him. Peter knew this would happen so it didn't really surprise him.

"I'm not joking, see" he said while sticking out his right hand and turned it to the bite mark. They all had wide eye's.

"So that one bite put you in your hero mode" Scott said, not really asking. Peter just nodded.

"Unbelievable" Kitty said in wonder.

" So , Peter what kind of abilities do you have that we've not seen" The professor asked.

"Well as you seen in the Training room , I can wall crawl on anything, I have a sixth sense I call my spider- sense which is like a buzzing at the back of my skull which alerts me of incoming danger, I have super strength, super speed and stamina" Peter answered.

" How much can you lift bub?" Logan asked.

" Just over 10 tonnes" Peter simply said. Everyone on the table were surprised.

" When you said it in your head earlier, I thought your were kidding" Jean said.

" Well at least Fred will have to change his name to the second worlds strongest teenager." Scott said. They all nodded.

" What's your speed web-head" Logan asked.

" Roughly 64 miles per hour, I caught up with the bus once" Peter answered again simply.

"You've got to be kidding me really ?" Kurt asked, not believing this.

" well, we'll find out tomorrow elf, so don't worry" Logan said.

" That reminds me, Peter I would like to offer you a place here with us, you do have talents like us and you now have a choice to stay or not." The Professor asked him.

" That's great but what about my Aunt?, I mean she's the only member of my family left and I don't think I could just leave her when she come's back in two weeks. " Peter said.

"I under stand Peter, we could sort something out, so have you got an answerer?. Professor asked.

'Please stay, Please stay' Kitty thought hopefully in her head, it didn't go unnoticed by Jean.

Peter thought about it when the professor said that, it would be nice to be with people like him and he would be able to... be near his new crush ( he won't admit it... yet ).

"I think I would like to stay here Professor. Thank you" Peter answered after a minute of thinking. He was grateful of his Psychic Barriers that he learned by DD ( Dare Devil).

" Your welcome Peter" The Professor said while smiling.

"The only problem is my Aunt when she get's back in two weeks" Peter said. The job wouldn't be a problem since he could give J.J a simple note.

"Yes, that is true since she doesn't know about your powers " The professor said.

"We'll just have to come up with something for the time being " Peter simply said. The Professor knew he a had a point and simply nodded. Meanwhile with Kitty, she was doing a happy dance in her head.

" Kitty if you would be kind and show Peter his room" The Professor asked Kitty. She nodded and Peter went of with her to his new room, They were unaware of them looking at each over, and they were blushing.

Once they made it to Peter's new room, he was already wondering about his stuff, he was put out of his thought's as Kitty spoke.

"Okay so your room is next to mine and rogues so if you need anything at all, we're next door okay?" She asked in a sweet voice that Peter liked. He nodded.

"Okay then , how about we get your stuff now so we don't have to do it tomorrow?" Kitty asked.

"Sure but how?" Peter asked, since they couldn't just go through the front door going' _hi there we're all mutants and I'm here to get my stuff and train with the mutants'_ since that wouldn't be very convincing.

" I think I can help you there Peter" Came Xavier's voice.

They turned to face him" How?" He asked.

"Simple, I'll sort out the details while you and Kitty get the stuff" he explained. Peter nodded and they headed to Charles personal limo with Logan as the driver.

Once they got there, Kitty and Peter left Charles to do the talking. Peter was lucky since he still had the keys to the entrance of his room.

It didn't take long to gather all of Peter's stuff and put them in the bags, Shortly after they were finished and so was the Professor, Peter left his keys behind and was back in the limo in no time.

"Well that was easy" Peter said.

"Indeed, what about your job though ?" Charles asked.

"I can sort that out" Peter simply said, Charles didn't need to read his mind to know what he was going to do.

Once they were back, Kitty yet again helped Peter with putting his stuff away.

"hey Charles, seen them two lately?" Logan pointed out to the two.

Charles chuckled slightly. "Teenagers are full of surprises" .

* * *

With the two up stairs, things were going well with placing Peter's stuff and equipment in his new room.

"So you made the Web shooters by your self?" Kitty asked him.

"Well, yes I did, since I can't produce organic webbing, which kind of suck's, would have saved me cash then".

"True but, no ones perfect are they? Kitty said

" Your right" Peter said simply.

" So, do you have a girlfriend now" Kitty asked hopefully. Peter could tell that she was nervous and all.

"No, the last one was Mary Jane Watson and well she doesn't like my Spider side" Peter explained. Kitty was a little surprised that he latest EX knew his secret I.D.

"How many People only like one side of you " Kitty asked curiously.

" As far as I can tell. Two. Felicia Hardy AKA The black cat ( Don't tell her that you now her other side or she'll kill me) and MJ" He answered truly.

" Are you, over them as well?" Kitty mentally kicked herself for that question, hoping it wasn't rude to Peter .

She was lucky, it wasn't. " Well I pretty much am. When I think about it, M.J always started the fights about me being spider-man and she just wanted me to live a normal life. But she should know by now that I can't. Because with great power, comes great responsibility, something she didn't under stand. That same thing is why I do the whole hero thing anyway. So that people don't feel the same pain as I did." Peter answered.

Kitty was relived and wondering about the last part but didn't want to push it since he's already been through one bad memory, he didn't need to go through another.

They finished of the room and made there way down stairs, to see the others on the TV. Scott had Jean's head on his shoulder and his arms wrapped round her waist. Rogue was just reading a book. Kurt on the other hand, had someone that Peter hadn't seen before, she looked completely normal and what surprised Peter more was that Kurt didn't have his holo-watch on and was in the blue furry mode.

"Who's the one next to Kurt" Peter whispered to Kitty.

"Her names Amanda, she knows about us as well, she or so happens to be Kurt's girlfriend" She whispered back.

Peter and Kitty sat down on the empty seat, next to each over. The group were watching Mock The Week and they were seeing the final quick fire round ( When there's scenes they would love to hear and the performers would come in with their suggestions ). This one had _things you wouldn't want to hear a prime minster say_ and _unhelpful things to hear in a crisis_ ( Its an order I made up).

_"Gordon I've discovered how to make my self immortal" _

"Unfortunately we have received no such undertakings and we are now at war. With Whales."

_"Just like to play a little song I've written"_

"_Get me a 18 inch knife and a hand grenade I'm shorting this Iraq sh*t out" _

_" So there were these two muslins that walked into a bar "_

_(Now for the second one)_

_"I know why don't we get the UN involved?"_

_" Statically ( I think that's how you spell it) specking of course, in this circumstances, most of us will die"_

_"I think this 14th century text, defiantly sums up what I want to say"_

_"I know your a hijacker, but I ordered a vegetarian meal"_

_" Woman and children first, then I'll shag the men and the animals"_

_" Ahhhhhhhh!" _

After the show ended, the group went to their separate rooms for bed. Peter went together since they were next to each over.

"Hey Kitty thank you for what you've done today" Peter thanked. Kitty just smiled the smile that Peter was already starting to love.

" Your welcome, see you in the morning then" Kitty said and gave him a quick kiss on the check which left Peter frozen. Kitty went of to her bed next door, blushing. Peter put his hand on the spot where Kitty kissed him. He couldn't believe that he was falling for someone already on his first day, and he was more surprised to see that some one might have fallen for him. He eventually got out of his trance and got into bed. For the first time in what might have been ages, he fell asleep with Kitty on his mind.

_**i dont own mock the week either**_

_**Done, I hope you like this chapter, so RAR please. **_

_**I would like to thank those who have reviewed this story already. I do apologise for any spelling errors.**_

_**Can I ask one favour and see if you have ideas for what I should do in future chapter's. In this story Kitty and Launce have broken up a while ago.**_


	3. Chapter 3

_**Brotherhood trouble **_

Peter had a peaceful night for once. He didn't really see the need to sneck out last night for patrol . All night , he could only think about Kitty. He blushed as he remember that she kissed his check before she went of to bed.

Morning came and he was hoping that it wasn't school, sadly though his luck may have run out since he was awoken by the smell of rotten eggs and blue smoke.

"What on earth?" Peter asked while covering his nose. Turns out the smell came from Kurt who just teleported in to the room.

"Don't worry you get used to it" Kurt said.

"What's this about anyway?" Peter asked a bit annoyed since he was woken up.

"Logan wants all of us to go to the danger room in 10 and you included" Kurt explained.

"What time is it?" Peter asked quietly, he looked at the clock and it was 7:02. He was surprised that they even do it at this time. Kurt read the expression on his face.

"Yea, you get used to that as well" Kurt said .

Peter got out of bed lazily and got out his costume. He left it in the wardrobe along with his other gear.

"So you really made that your self. Spandex?"

"Spandex, it's a little annoying since it get's rather itchy at times since it's skin tight" Peter put on the top and bottoms then his web shooters and gloves. He remembered to check his webbing and was good to go.

"Ready" Peter said as he put on his mask. Kurt nodded, he was about to teleport when he asked.

"You know the way there?" Kurt asked. Peter did, so he just nodded.

"Okay, meet you there then" Kurt waved and teleported again.

'that's going to take some getting used to' Peter thought to him self.

He made his way over to the lift when he stumbled into ( guess who) Kitty. They fell over and Kitty was on top of Peter. They were both blushing like mad as they looked at each over.

"Um... whoops" They both said. Peter didn't realise it but his arms were wrapped around Kitty's waist's and he was thankful of his mask hiding his blush.

Kitty was rather nervous at this moment since she was on top of her crush. She was grateful that Lance wasn't here since she didn't want to her what her ex would say at this moment. The pair found them self's in a rather comfortable silence and were inches away from each overs faces.

"Carry on and I'll be sick guys. " Came a voice from behind which jumped the pair. They both got up awkwardly and looked over to see Rouge smirking at them.

Kitty and Peter quietly made their way over to the DR while Rouge was still smirking. Peter scratched the back of his neck while looking up at the celling.

Rogue tapped Kitty's shoulder and whispered to her" Who's going to make the first move then?"

Kitty was blushing as she wasn't sure if Peter liked her that way, but considering recent events there might be a chance for her.

* * *

After the danger room session , Peter and the others were tired again, luckily Storm made some breakfast for the whole lot.

Peter had gotten changed into his red top and blue jeans with his Spider-gear in his bag. The others had their X-men gear in their rooms and just put on regular cloths. With Scott wearing his glasses and Rouge gloves so she doesn't put people in a coma by accident. Kurt didn't really need to get change since he had his holo-watch on to hide his true self.

Things were rather quite between Peter and Kitty since that little incident in the hall, they would often blush when they see each over. Jean didn't have to read their mind's to know that they really like each over. They were all wondering who was going to make the first move. Rogue was rather jealous but got over it since she knew that she couldn't touch anyone besides she thinks that Kitty is better of with Peter anyway .

After breakfast they all got into Scott's car and set of. Peter didn't feel like swinging since he was slightly tried out from the danger room session.

" So, guys are you lot going to see jean at the game today?" Scott asked.

" I'm afraid I can't since I've got a date with Amanda tonight" Kurt said while scratching the back of his neck.

"I might as well" Rogue said.

" Same here" Spyke said.

" What about you two lover birds then" Scott asked teasingly to Peter and Kitty, who were blushing again. Jean just rolled her eyes and elbowed Scott in the ribs.

"Sure thing " They both said at the same time. The others turned their heads away from the pair to hide their smirk's.

Once they got there, everyone headed of to class to be early. Peter just headed to his locker with Kitty.

When he got to his locker however, he was met by Lance, Kitty's Ex-boyfriend. He didn't look very happy at the pair and instantly thought that they were a couple.

" Hey, Loser who do you think you are, hanging around MY girl?" He asked loud, clearly jealous.

" For the love of god lance, I told you that we are over a long time ago" Kitty said, really irritated.

"Shut up Kitty" Lance said to her. Peter was starting to get really annoyed at this guy .

"Hey, Hey, Hey, watch it, the lady said that you two are over so its over, GOT IT!?" Peter yelled at him. Lance was getting angry, so he sent a punch at him and was surprised to see that he caught it before it reached his face. Nobody had those kind of reflexes on the X-men.

"If I was you lance, I would run NOW!" Peter threatened. True he usually held back at midtown high, but since Lance was a member of the brotherhood, he saw no need to hold back and besides, he just ticked him off.

"I'm not scared of you freaks, I've dealt with you X- geeks before and I'm not afraid to take on the new guy" lance said. A crowed was starting to gather. Peter didn't want trouble so he grabbed Kitty's hand and got out of the crowed just as the Head came past.

" Lance my office now!" He yelled at him since he was the only one in the circle. Lance knew there was no point in auguring so he went over.

"Has he really gone against you guys before ?" Peter asked as they got away.

" Yes, not just him but the whole group who call them self's the Brotherhood" Kitty said.

"I see, so who's the leader of the group?"

"To be honest, there isn't a straight one. One minute its Lance then its Pietro. Once Wanda did it and that didn't really work out for both of us." Kitty said.

"Who's Wanda?" Peter asked as he has never heard of her.

" She's this witch who was sent to an asylum years ago as a child by her father, since she was out of control. She has hexing powers". Kitty explained.

"Wouldn't want to be there when she's mad" Peter joked.

"We were once and we got our buts kicked." Kitty said. Remembering at the mall when Wanda terrorised the whole area.

They made it to class and were lucky that Lance wasn't in it. They got a couple of stares from the people and just ignored them. They sat down next to Kurt and Amanda at the back.

"Does this always happen to you lot?" Peter asked, referring to the stares and what just happened.

"Pretty much, still annoys me though." Kitty said. Peter understood about the whole ex thing. Since he and MJ broke up , she would often snap when ever he's talking to another girl. She was always jealous when ever Peter was swinging around with Felicia. Even though he explained to her that they broke up a while ago.

"Could have been worse I suppose?" Amanda stated. Kitty and Peter looked at each over for a sec, asking each over silently if it could have been worse, with their faces.

* * *

Lunch time came soon and Kitty and Peter made it out of their class.

"I'm heading to my locker, you?" Peter asked.

"Same thing, need to put some things away" Kitty answered. They made their way over to their lockers. Peter's was two lockers near Kitty's. When they got there, Peter got out his books and his gym gear for later. Kitty had gotten out her Spanish books and or so her gym gear for later.

Peter took a peak at Kitty when she wasn't looking. He had to admit but she looked more amazing than any girl he's met. Even Felicia and she's not easy to beat. He couldn't help but wonder, how she managed to go out with a jerk like lance, she was just too good for him.

Kitty meanwhile took a peak at Peter when he wasn't look either. She had to admit that he was more attractive than Lance was. She was or so questioning her self, how she even ended up with Lance in the first place.

Once they got what they needed, they shut their lockers and caught a glimpse of them looking at each over. They quickly turned away and blushed.

"So um... want to get something to eat?" Peter asked nervously. Kitty just nodded slightly, still got that blush on. Peter thought that she looked cute when she blushed.

When they walked to the table where the others were. Peter noticed that one of them was missing.

" Where's Jean?" Peter asked. Scott just pointed to the near by table which had Jean near a jock.

"Who on earth, is that?" Peter asked.

"Jean's 'boyfriend, Duncan Mathews " Kurt answered. Peter noticed that Scott frowned when Kurt mentioned the boyfriend part. Peter knew that Scott had feelings for Jean and that she did for for him. But why she was going out with the likes of that jock was beyond Peter.

" Since when did Jean have a thing for people like him?" Peter asked. He knew that Scott wouldn't answer that. The others just shrugged their shoulders.

"Don't really know, since she first came here, she just wanted to be Little Miss Popular and hang out with the big boys" Rogue said, she got told by Scott who didn't want to talk about it.

'Just like Liz, just like Liz' Peter thought to him self.

Just then, Jean spotted them and went over to them.

"Hey guys what's up?" She them innocently. Scott looked rather happy (which didn't surprise Peter) that she was around.

"Hey Jean, nothing just talking" Scott answered her.

"I can tell, so Peter how's school been then?" Jean asked, drawing her attention to Peter who just say down with Kitty.

"Well, It's been alright so far, the food and teachers are better here than at my last one. I haven't run into any trouble with the jocks since I'm a geek. All though me and Kitty ran into a bit of trouble with Lance earlier." Peter said.

"Really?, was he jealous of the two of you then?" Spyke asked with a grin, in fact they all had a grin on their faces.

"Umm... yea he was I believe" Peter said. That left the two with a scarlet red blush on their faces. All the others just laughed even Scott. The bell went off, ending the lunch period.

* * *

-Gym-

Gym class came by and Peter was looking forward to it, he heard that they would be dodge ball today since their teacher was feeling 'nice' today.

He made it to the gym room and the teacher there looked rather surprised.

"New blood ahhh, good this should be interesting then" He said to him with a smile on his face.

"I'm Mr Hallord and you are?" ( I made the name up by the way).

"Peter Parker sir" Peter said. They shook hands and Peter was shown to the changing rooms.

Once Peter got changed he joined all the other students in the gym. There were a couple of girls there including Kitty who smiled at him. He smiled back at her.

"All right people listen up, I'm not going to bother going through the boring rules of dodge ball, I'm just going to slit you up into two teams and get on with the game straight away." Mr Hallord told them all.

Peter got elected team captain since he was the new one and a boy around his height as well.

"Kitty" Peter picked first. She got up and made her way next to Peter, when she passed, she shot Peter a quick smile before getting into place. This got some looks from the other students.

"Lance" The other one said while smirking at Peter. Peter was surprised that Lance was there, he shot Peter and Kitty a glare as he made his way over to the other side.

They eventually got into teams and when the whistle was blown, they got started.

Lances team grabbed the ball's first and started pelting the other team, they managed to get three people down, they found it really hard to even hit Peter since he was only using a fraction of his speed and agility ( not to mention spider-sense). Kitty on the other hand found it hard to dodge them, despite the fact that she's been trained by Wolverine, Lance seemed to be focusing mainly on her and managed to get some people to help.

Peter noticed at the corner of his eye that one of them was preparing to throw a sneak ball at her when she wasn't looking.

'Wouldn't recommend it ' Peter thought as he grabbed Kitty and pulled her away from the sneck ball throw. She blushed a bit and grabbed the ball that was thrown. She aimed it carefully at the same person who just threw the ball and managed to get him in the head, knocking him to the floor.

"Lucky" Lance grunted under his breath, he realised that his side used all of the balls and now the other side had the balls now.

'this is going to hurt' Lance thought to himself. Peter and Kitty smirked as they and the rest of their team each picked up a ball and started lobbing them hard. About 3 seconds or so later, there was just a couple of them left on the other team.

Peter managed to get most of them with the help of Kitty and a few others. Soon it was just Lance, Kitty and Peter last.

Peter had the ball and Lance had nowhere to run so he passed the ball to Kitty.

"Would you like to do the honers ?" Peter asked Kitty. She just smiled at him and looked at Lance, she threw the ball hard at him and it impacted straight to the face.

Mr Hallord blew the whistle. " Okay ladies well done, good team effort on this side, especially to you two Peter and Kitty" he said to them. Peter and Kitty looked at each over and blushed a bit.

He told them to hit the showers ( get changed in his case) and the loser's to clear up.

* * *

After the final bell went of Peter and Kitty met up at his lockers.

"What time does the Game start then?" Peter asked as he put his kit away.

"Well it kind of like starts at 7 o'clock and ends at 8:15" Kitty answered.

"Okay, do you guys usually have a danger room session when you get back?" Peter asked.

" Afraid so, like didn't you notice us lot yesterday?" Kitty asked, slightly annoyed.

"Yes, I thought it was just scheduled daily by Logan" Peter said.

"Well it like isn't, unless otherwise" Kitty added.

Peter chuckled lightly "Keeps you all in shape at least" He said. Kitty raised an eyebrow for a moment.

"What?, I mean I didn't have anywhere special to train in, just a few weights and that's it" Peter said while laughing slightly. Kitty just hit his arm playfully.

"Hey guys, you two coming?" A voice said down the corridor. They turned around to see Scott and Jean waving at them. They just nodded and followed them from behind. Spyke, Rouge and Kurt were already there in the car waiting for them.

"Took you long enough" Spyke said to them impatiently.

"Not that long, it was just these two we were waiting for" Jean said.

They all got in the car and Scott drove off. The journey was rather silent for a bit until Scott asked.

"Are you going to go out at night as Spider-Man?". He asked. Peter was frozen a bit by this. Everybody looked at him except Scott ( since he's driving).

"Well, I should but I think it's best to go when my Aunt is back, since I don't want her to come back heartbroken and besides things have been really quite here. I just want to make sure she knows first before I do anything like that. Plus there's no super criminals around here for me to fight. " He answered while looking down nervously. Scott nodded as did the others, although they weren't 100% sure why he does his hero thing, the Professor tells them that it's personal for why he does it.

Once they got back to the institute, Logan greeted them all.

"All right bubs, danger room as usual, in 10 you as well web-head " Logan greeted them in his usual grunt. Peter raised an eyebrow for a sec.

"Yes you a well web-head" He shot to Peter. He turned and walked away.

"He's kidding right?" Peter whispered to Kurt.

"No I'm not web-head" He heard Logan from the end of the corridor.

"How did he?" He asked surprised.

"Like he's got ears of wolves" Kitty told him. Peter slapped his head.

"Great so mix that in with Jean and the Professors telepathy, there's hardly any privacy is there?" Peter said. They all just nodded. He just let out a huff.

They went to their own rooms to get changed for the session, Peter's kit was in his bag. Once he got to his room he opened it up, pulled out the costume with web shooters. He took of his current cloths except boxers and put on the top and jeans, then put on the web-shooters followed by the gloves and shoes and finally the mask. He equipped his belt which had extra cartridges in case he ran out of webbing. He stepped out of his room and made his way over to the elevator he pushed the button when he heard a shout.

"Wait like hold the elevator!" Peter turned to see Kitty and Jean ( Still doing her hair) rushing over, Peter pushed another button which reopened the doors.

"Thanks Pete, I was still doing my hair" Kitty said, Peter raised an eyebrow but put down again shortly after he raised it.

Once they got down they walked over to the Danger Room where the others already were.

"'bout time Bub's" They heard Logan at the observation desk.

"Okay then lets start" Logan said as the simulation began. Scott started issuing orders to everyone. Spyke and Rouge to cover him and Jean as they move forward, Peter and Kurt to go to the wall's for side cover, Peter suggested Kitty to hang on a web line so she can Phase through the drones while Peter runs and holds the line ( The web line in this case).

"You sure this is going to work?" Kitty asked nervously.

"Of course , it's like web swinging but only I'm holding the line, don't worry I've got a good grip" Peter insured her. Kitty was rather unsure but she trusted Peter and gave him a nod.

"I hope you know what your doing Peter" Scott said to him unsure. Peter just nodded.

They got things under way and their little trick seemed to be pulling of quite nicely Peter was able to run and use his free hand to web shoot other drones. He still kept his strong grip on the line that was holding Kitty. Speaking of Kitty she found it easy just holding onto the line while phasing through the drones ( She learnt how to phase the line and her self with out making Peter drop it).

Scott and Jean noticed them two working well together and made a mental note to try to get them two in a room alone.

Scott blasted a couple of drones headed behind Peter while Jean smashed some with her telekinesis. Spyke had managed to get some of the lasers with his bone spikes while Rogue used some of her gadgets she had with her. Kurt teleported around the drones and landed a drop kick on each one of them.

'Well so far so good' Peter thought to him self, he managed to pull Kitty up as a chainsaw came from behind and stomp on it.

"Thanks" Kitty thanked him. He got him self back on the wall and lowered Kitty again.

"Not just yet, there's the objective Scott" He said to Scott as he just blasted a couple more drones.

" Okay , come on not that long left" He said to the others.

'There's a time limit?' Peter thought to him self. His Spider Sense went of and Peter managed to dodge the incoming drone.

Logan was rather impressed with Peter's performance with the others especially with Kitty.

"Them two should partner up more often" He thought out loud. He looked at storm who was next to him, she nodded in agreement.

"They've got about a minute left." Strom remind him.

"Come on guys we've properly got about a minute left!" Scott yelled at them. They all nodded and started to move fast towards the goal.

Kurt teleported there after he cleared his area and was the first to get there followed by Scott and Jean.

Peter put Kitty on the ground and let the web go as she touched the ground and followed her to the goal. Spyke was still there without Rogue who was ahead.

Spyke was still taking care of drones when he got shot in the leg, luckily it was set on stun.

"Just go on with out me, I'll be all right" He said to them. Peter wouldn't have it so he jumped of and swung over to him.

"No, we stick together pal" He said to him. He picked him up and put him over his right shoulder. He leapt in the air and spun a web, it stuck to the celling. Peter swung over to the finish line with heavy fire behind, some got him but it didn't hurt much ( Must be because they hit Spyke) he made it to the finish line just before the whistle was blown.

"Just made it, you okay Spyke?" he asked as he put him down.

"Not exactly since they kept shooting me while you were swinging" Spyke groaned in slight pain.

"Well for someone who hasn't worked with a team before, you have done well Peter" Scott said as he put his hand on his shoulder.

"Thanks Scott" Peter thanked.

Storm enter the room and looked rather pleased. " Well done all of you, excellent team work all of you, especially you Peter for coming up with that impressive tactic with Kitty and for going back for Spyke under heavy fire." She said while smiling. She drawled her attention to Spyke

"You okay Evan? " She asked in a worried tone.

"I'll be fine, been worse haven't I" He said to her trying to make a joke.

She just giggled a bit. " Well if you insist then" She said to him.

They walked out of the danger room and headed to the pool outside to cool down. Before Peter could even get changed, his Phone went of.

"Hello" He said.

"Hello Peter" The voice on the other end said. Peter was surprised because that voice belonged to.

"Aunt May?" He said surprised.

"Surprised to hear me dear?"

"I thought you were in Alaska doing something".

"Well I am in Alaska but I'm on my way home tonight dear, Phil has had a nasty accident so I'll meet you in 2 days, see you Peter love you" She said and hanged up before Peter could ask.

_'That's not good, Professor?" _Peter asked telepathically.

_'yes Peter?"_

_'My aunt is coming back early from Alaska and will be back in 2 days' he told him._

_' I see' _

_' what should I do?'_

_'Well perhaps we could pay her a visits when she get's back'_

_'okay then' _Peter said when the Phone went of again, he answered it, and the person on the other end didn't sound very happy.

"Parker!, What are you doing!, I just got a call saying that you left the EXPENSIVE hotel room and have gone off to the Xavier's Institute!, Who do you think you are!, making me waste my money on some room that you don't even use at all AND you haven't responded to the 43 Email's I've sent you!, I don't know why I even bother sending an Idiot to do these things at all!. To put it simply Parker on why I've called you is to say this... your...FIRED!" J.J Yelled and hanged up. Peter didn't look surprised and was rather glad to have gotten that of his shoulder.

He knew that one day J.J would have any more of Peter's 'terrible photo's' and would fire him.

That meant Peter could concentrate on Aunt may for when she get's bac

Peter decided to enjoy the day and got on his swimming trunks and went out to the back where the others were. When he got out he got wet straight away by Kurt.

"bout time you came out Peter" He greeted him. Peter looked and saw Spyke cannonballing, he landed with a splash and got Jean wet, who was sitting near the edge and was wet from head to toe.

"Hey!" She complained at him. Spyke just busted out laughing.

"I've got to be at the game in about an hour you know!" She reminded him.

Peter smirked at everyone, he check behind him to see that the roof is a good spot to jump. He decided to make an entrance. He wall crawled up to the top of the institute, he checked to make sure that no one could see him. He got a bit of a running start before he leaped of the roof and pointed straight down.

"Look out Below!" He yelled at them. They all looked up in surprise before the ones in the pool moved a lot.

Peter then curled himself into a ball shape and smashed into the cool water, He managed to splash everyone at the sides, except Kitty who just phased herself when he impacted.

Scott, Kurt and Spyke just laughed so hard that they nearly wet them self's . Of course Jean wasn't impressed so she grabbed a load of water ( with her telekinesis) and kept dumping it on Peter ( Who was laughing really hard.) He didn't have time to react as the water kept hitting him.

"Okay, Jean take a chill pill would ya?, your fault for being to close" Peter said while struggling to hold in his laughter. Jean eventually stopped chucking loads of water at him.

"Well, little warning next time" Jean said sternly. Peter just rolled his eyes as he **had** given them a warning ( To be fair with them , just as he was falling). He got out after his cannonball and dried off. He took the seat next to Kitty, who was reading a book and was surprised to see him.

"I like thought that you would still be in the Pool with them 3?" Kitty asked as Peter sat down.

"Well... I wanted to make an entrance" Peter simply said. Kitty just smiled at him, Peter smiled back at her which caused her to blush.

"So who's jean playing against then?" Peter asked .

"Well it's against Mid town high, why?" Kitty answered. Peter was wide eyed.

"That's my last school, meaning I'll see Harry and _M.J" _Peter said while scowling at the name of his ex. He was still cool with Harry, but M.J that's a different story.

"Oh, well who you going to like root for then?" Kitty asked. Peter had a good idea on which one he wanted to root for.

"You'll find out" he whispered in her ear. Kitty blushed more when she realised how close he was to her. Peter or so blushed as well. Kitty had an idea .

"Hey um like, I know that we haven't got long until we have to go to the game, but can you help me put sun block on my back so I don't fry?" Kitty asked nervously. Peter was surprised that she even asked.

"umm. sure thing" Peter said nervously. Kitty beamed in triumph.

She sat down on her belly and relaxed as she passed over the sun block to Peter who still looked nervous.

"Don't worry, just be gentle and I'll just pull the umbrella over us so that they can't see us." Kitty reassured him. Peter was still nervous but couldn't help but stare at her back.

Kitty could feel his stare and decided to 'help' him by grabbing his hands ( which have sunblock on ) and placed them on her back. Peter felt a jolt of electricity going through his hands just from the softness of her own back. Kitty got the same jolt just from the feeling of Peters hand on her back. Peter started rubbing the sun block on Kitty's smooth back, he was rather enjoying this, so was Kitty.

'I can't believe I'm actually doing this to my crush, wait my crush?, I don't have a... do I?, I mean yes sure she's nice, Beautiful, smart and funny... Oh snap I do have a crush on her.' Peter thought to himself, he was like this for a while that his hands went slightly lower to her bum, he didn't realise it until he heard the yelp of surprise that came from Kitty. He quickly retracted his arms.

"Sorry, sorry!" he said while shutting his eyes. Kitty was blushing a very deep crimson red. She didn't mind that Peter had unintentionally touched her bum, she rather liked it actually. She put her index finger on Peters lip's, shushing him gently.

"Hey it's all right, I rather liked that actually, you didn't do anything wrong, just a bit of a misfire that's all." She whispered to him, next to his ear. Which sent shivers down Peter's spine. She smirked at this and layed back down.

Peter got back to the job, carefully making sure his hands didn't go too low.

'This is much better than Lance' Kitty thought happily to herself. His hands were all ways rough and hard, while Peters hand's are smooth and soft plus strong.

Peter eventually got the sunblock done and was finished.

"Well, Kitty I've done it" Peter said, hiding his disappointment.

"Okay, thanks" Kitty said, not hiding her disappointment. Peter caught the disappointment.

"Did I do it wrong?" Peter asked concerned. Kitty shock her head.

"No, No like you did right, it was just I enjoyed that a lot." Kitty admitted. Peter moved a bit of stray hair away from Kitty's face, which caused her to blush.

"Well, I did as well, but we have to get ready to go to Jean's game okay?" Peter said calmly, he took her hand and lead her inside. Peter lead each over to his room since Kitty's was next to his.

Kitty went in her room and got changed into a black top and blue jeans. The top had a kitty face on it ( rather Ironic).

She walked out of her room thinking about what happened earlier.

'I think that Peter really does like me, more than a friend I hope' Kitty thought to herself. True she has developed a crush on him and likes him more than a friend, but she is just nervous about asking him to be his girlfriend, since she got rejection from lance plenty of times, she was hoping that she would have better luck with Peter.

Peter meanwhile had put on his Spider-man costume and put on top, a red top and black jeans.

'I think Kitty really likes me' Peter thought to himself. He was in deep thought for a while that he didn't notice his phone go off for properly the 3rd time today.

"Hello?" Peter answered. Peter scrawled at the voice on the other end.

"Hi Tiger" Cam the voice that happened to be M.J.

"What do you want?" Peter asked in a emotionless voice. All he got was a giggle on the other end.

"Easy Tiger, sounds like you miss me badly" M.J said flirty. Peter got really annoyed about the fact that M.J doesn't know when to quit.

"If your trying to make me come back to you, then stop because it isn't working at all" Peter said to her.

" Hey, I'm just calling you, keep your tights on okay Spider" M.J said annoyed.

'Since when did she start calling me that?' Peter thought

"Why don't you just come back to me, I know you miss me and this isn't the first time that we have split up so come on, have a little fun with me, all you have to do is give up being Spider-man for me." M.J said to him seductively.

Peter then really got mad. For start it was M.J's fault for all the times they split up. Second she would always start the pointless arguments about Peter being Spider-man. And third the way that she said that peter wanted her back, sounded like he was desperate for any girl, he reminded himself of his new crush here and specking of here, he is now much happy where he is. Peter didn't feel like going through why he does his Spider-man stuff, because he's told M.J a million times and she wouldn't listen.

With that thought through, Peter drawled his attention to the phone.

"You know what M.J, I don't miss you at all!. I have told you a million times that I can NEVER give up being Spider-man, no matter what happens!. I now have found my self a better place in this world where there are people like me, both men and women!, and one of them I happen to have a crush on!. You better do all of us a favour and delete my number and NEVER call back!" Peter yelled at her.

"And one more thing before you cry your eye's out, the person I have a crush on is Kitty Pryde, you better remember that!" Peter added before hanging up. M.J was properly crying so hard, that Thor could properly hear it from Asguard.

'It's about time I said all that' Peter thought to himself. He was grateful that Kitty was properly getting changed. She wasn't however, unknown to him, she was waiting patiently outside his door, she was going to knock on the door when she heard Peter yell at something, so she thought it was best not to. She was deeply surprised when Peter mention his crush and was taken deeper when he said that it was... her. She pinched herself to see if she was dreaming and she found her self that she wasn't.

Peter calmed down eventually and got his web shooters in his bag, just in case. When he walked out of the door, he was surprised to see that Kitty was there, waiting patiently.

"Umm. How long have you been standing there?" Peter asked nervously. Kitty had her head looking at the floor and that answered Peter's question. Peter was wide eyed when he realised.

"Is it true what you said in there?" Kitty asked. Peter knew that there was no point in lying to her so he answered truth ally. He cupped her chin and raised her face so she was eye level with him.

"Yes, everything you heard me just say is true Kitty. Even the crush on you" Peter replied with a smile on his face. Kitty smiled back happily. She felt like a massive weight had been lifted of her shoulder. Peter placed his hand on Kitty's check and they both started to lean in when a load of blue smoke came up, turns out the smoke came from Kurt who had a look on his face when he saw the two.

"Come on we haven't got all day you know, well Jean doesn't anyway" Kurt said as he back away a bit from Peter who didn't look pleased. Kurt quickly teleported away from him as he got closer. Kitty placed a hand on Peter shoulders and gave him a reassuring smile that lowered Peter's temper. Peter returned the smile and they both went to the others, who were in the garage.

Jean didn't look pleased to see that they were going to be late.

"Great, now I'll be late thanks to you two" She scowled at both Kitty and Peter.

"What do you want me to do about it, swing you guy's there?" Peter asked sarcastically.

"Oh really can you?" Kurt asked. Peter sent a glare at him.

"I was being sarcastic Kurt" Peter said in a 'dur' tone. The others just held in their giggles as Kurt returned the glare.

They all got in the car and drove off. Peter and Kitty couldn't help but look at each over when the other wasn't . The others noticed this and made a silent note to each over, to get them in a room alone. Once they made it, Jean went of to her team mates while the others went to find a seat. Scott sat next to Kurt and Spyke near the front while Peter and Kitty sat at the back. Duncan happened to be in the seats in front with his mates. While they were taking, something caught Peter and Kitty's interest when one of them mentioned Jean.

"Why are you really going out with Jean dude?" one of them asked him. Duncan snorted.

"Well, it gets me a load more attention than I already had, She's hot and it get's Scotty jealous. it's not like I even like her, while I'm fooling her into thinking that I even like her, I'm rubbing it in Scott's pretty little face." Duncan answered and they all laughed out loud. Peter and Kitty couldn't believe what they just heard from that jock. He was basically laughing behind Jeans back, and that he doesn't even like her.

"We've got to tell her this Kitty" Peter said in a serious tone. Kitty had the same look on her face when she nodded.

"I like knew that there was something fishy about that guy dating Jean" Kitty said quietly, hoping that the jocks don't listen. Sadly thou they heard her and Duncan grabbed her collar, pulling her near his face with a death look.

"You better watch it missy, I don't like liars and people who don't mind their own business" He threatened. He was caught of guard when Peter grabbed him by his shirt and slammed him into the wall, this got a surprised look on him and the other jocks.

"Leave her out of this Duncan. You hurt her and I swear that you are going to wish that Jean was still your girlfriend when I'm done with you" Peter threatened him with venom in his voice. Kitty blushed from Peter defending her. Duncan looked afraid but managed to put a smirk on his face, a rather disgusting one as well.

"Oh yea, Jean is still my girlfriend shrimp and you won't be telling her what you just heard" he said. The other two jocks tried to sneck up behind him but Peter easily guessed this and let out a growl that would impress Logan and the two backed off. Duncan had a terrified look on his face.

"I think I will actually and if I were you, I wouldn't do any funny business at half time because my friend has a right to know about you." Peter countered, he raised a fist and pulled it back.

"Got IT!" He yelled in his face. Duncan nodded and Peter dropped him hard. Duncan landed with a bruise and he and his friends went off some where else. He sat back down with Kitty who was still blushing.

"So, what are the chances that Jean is going to dump Duncan and go with Scott?" Peter asked Kitty.

"Pretty high in my case" Kitty answered. Peter smiled at her and she returned it.

"So, who's going to break the news's to her then?" Kitty asked.

"I will, Duncan will no doubt be there to try and stop any of us for telling her, I can take care of him when that happens" Peter said. Kitty nodded. The game got under way shortly with the cheerleaders doing their usual boring things on both sides. What caught Peter's eyes was that M.J seemed to have taken up cheerleading, when she spotted him, he sent a death glare over to her, which she returned. Kitty sensed the tension between the two and put her hand on Peters.

"What happened between you two?" She asked concerned.

"Well back at the institute, she phoned me earlier and well she wanted me back and I declined and told her to never call me back basically, plus told her that your my crush." Peter answered with a blush. Kitty bushed to.

half time came eventually and Peter had more than Duncan to worry about.

"Hey, loser" came the last voice that Peter wanted to hear. They turned around to see Fred, Lance, Pietro, Todd and Wanda near the door. Peter frowned at them as Lance walked up to him.

" What do you want Lance, I don't have time for you" Peter said.

"Oh yes you do, I have a score to settle with you for getting me into detention!" Lance yelled. He threw a hard punch at Peter, who just merely stepped out of the way and Lance punched the wall instead. Lance held his fist as it bled a bit from the hard wall. Peter noticed Blob charging at him.

'not this again' Peter thought to himself as he jumped out of the way.

"This isn't exactly the best place and time for this people" Kitty said to them. Peter nodded in agreement and they walked away as they heard someone coming. Peter and Kitty found Jean talking to Scott, they seemed really happy. Jean won't be in a minute. What surprised Peter a bit was that Duncan wasn't near by to stop Peter telling her.

"Jean!, there's something you need to know" Peter called out. Jean snapped her attention from Scott and looked at the other two with raised eye brows.

"What, was it you that messed up my makeup this morning?" jean asked sternly. Peter had a confused look as did Kitty but shrugged it of.

"Umm. No I wasn't even aware of that, but this is about Duncan and you. I can't really explain but you need to look into my mind, go into a few minutes before the game began". Peter said with a serious look on his face as did Kitty. Jean was mildly annoyed about the fact that peter was probably complaining about her boyfriend but seeing the looks on their faces told her that they were serious about it.

She sighed and placed her hands on her forehead, luckily there was no one around so it was safe. Once jean entered his mind, she was careful not to go any deeper but she did get's hints of gilt from certain points but decided against looking. She looked as he said into the few minutes before the game started and couldn't believe what she saw. Once she finished looking she was shocked and ran into Scott's arms.

"Thanks Peter, It may not have been pleasant but thanks for showing me." She said and went of to find Duncan. Scott looked at them rather annoyed.

"What did you show her?" He asked.

"Let's just say, she found out why he's dating her" Peter said firmly. Kitty nodded with him and Scott did as well. They got back to their seats and when they saw Jean, they couldn't believe what they saw. Jean had a black eye and many bruises.

"Scott's not going to like this." Kitty whispered to him. Peter nodded in agreement. During the match Jean couldn't preform as well as she usually does. She was pulled out of the match since she is injured. Scott started rushing over to her.

"Jean, what happened?" Scott asked with real concern. Jean looked at him in the eye before answering.

"I broke up with Duncan, who didn't take the news well about me finding out" Jean answered. Scott felt his blood boil in hatred over Duncan for doing this to Jean. Scott opened his arms out and Jean walked into them. Scott started to pat her back in comfort. Scott was tempted to take of his glasses and open them as wide as he could at Duncan but knew that the Professor would disapprove of it and that he knew better. Peter and Kitty were watching them in awe. They both knew that one day, Jean would see the jerk that Duncan was and go with Scott.

The rest of the match went well for them and jean managed to step up and continue, she was motivated to carry on by Scott who managed to cheer her up. Kitty rested her head on Peter's shoulder sometime during the game while Peter wrapped his arm round his her waist. They both enjoyed their company while watching the game. Unknown to them a certain red head was watching them nearby.

"So this is his rebound?, just as bad as I thought she was" She thought out loud. She regretted saying that when Peter and Kitty shot up and turned towards her. they both shared the same cold looks as they glared at her.

"What do you want M.J?" Peter asked firmly.

"Just checking to see if you have made a move on your 'crush'" M.J answered in a monotone voice and did the bunny ears. Kitty started to get angry but calmed down when Peter placed a hand on her shoulder.

"Wait here for a minute Kitty" Peter told her. Peter grabbed M.J by the wrist and dragged her somewhere else. Some where they can carry on talking in private.

"It's none of your business if I make a move or not M.J, stay out of our business and our lives or else!" Peter threatened in a colder voice. M.J started in disbelieve which Peter took as a sign that she's giving up.

"Good, now leave now!" Peter added. M.J stepped back slowly and ran. Peter smirked when she tripped over some jocks on the way.

He went back to Kitty who pretty much heard everything even though she did what he said. He smiled and wrapped an arm round her waist as he sat down. Kitty smiled back and placed her head on his shoulder like a pillow. The rest of the game went really well and Jean managed to score the winning goal ( again) and they won 8-7. The crowd went wild as the ball smashed into the netting. Scott properly cheered the most as he jumped down and hugged Jean, who hugged back. Scott had to be careful since she was still bruised.

After the cheers, Jean went off to get changed, while Scott waited outside her door. The others made their way back to the car. When Scott and Jean got back to the car, Scott drove off and got back to the institute.

Once they got there, Storm told them that Dinner was ready. Peter needed a minute to put his uniform away and web shooters and that he'll catch up with them.

* * *

-After Dinner-

After Peter and the others finished dinner, Logan told them to suit up for one final DR session of the day before anything else they could do. However the Professor informed them that the brother hood are up to something and are in the construction site. The others went of to get their X-men uniform. While Peter had to stay behind since the professor had something for him.

"Now peter, before you go out there with the others, I wanted to give you this" Charles said to him before revelling his X-men uniform. it was similar to his Spider-man costume but only it was Black like the others, it had the spider red on the front and white on the back. The gloves and shoes were thinner so Peter could wall crawl easier. There were shoulder pads just like the others but invert colours and the mask had blue lenses.

"This will be your new in-field uniform with the X-men, you can wear your other Spider-man uniform when you go out but you must wear this when you go with the others. This will make sure that people don't see Spider-man with the x-men, otherwise that might lead to discovery of mutants. your in field name will be X-Spider ." The professor explained

"To make sure that they don't connect Spiderman and X-spider, I've fitted a voice collar on the neck, so you should sound like a different person." Charles added. Peter nodded in understanding and kindly took the costume from the Professors hand.

* * *

Peter joined the others shortly who were impressed by his new costume.

"So what do you think?" Peter said. It didn't sound like peter as the voice collar made him sound like the people in the west( cowboy voice, Logan's choice).

"Peter is that you?" Kitty asked. Peter smirked under his mask before removing it.

"The professor added a voice collar to this so I sound different to others" Peter explained. They all understood then and they got into Scott's car (well expect Peter who is swinging) and went off to the construction site.

"I'll go up ahead and see what I can find Scott" Peter informed him before speeding up. He landed onto off the near by building nearest to the construction site. Scott and the others were two minutes behind him so he decided to go ahead. He crawled through the cranes nearby and a got a good view of what was going on. Lance and Wanda were ripping up the grounds and chucking them at the nearby buildings, Fred (or blob ) was charging at the supplies, Quicksilver was planting down some sort of explosive at key points, with the help of toad. Peter was about to report what was going on until he felt the crane shake and had to jump off. His spider sense went berserk as he only just managed to avoid the hex spheres that were thrown at him. He couldn't avoid the next obstacle which was a pain in the back, curtsey of the boy who rarely has a shower.

He landed hard on the wreaked ground and was surrounded by the brother hood. He tried to web-zip to a safe distance but found that his web shooters backfired and sprayed his masked face with webbing. The people nearby laughed as he tried to get the webbing off, only seceding into tearing a part of his mask, it showed his mouth and his left eye. Since these guys weren't exactly bright, they couldn't figure him out.

Well, except lance. Who took a good look at him and couldn't believe it once he figured it out.

"Wait a minute, I've seen you before. PETER!" lance yelled. The others just looked at him. Lance's expressions turned down. He got straight angry.

"Time to get some payback for stealing MY GIRL!" He shouted as he made the ground shake. Peter threw away the web shooters and jumped out of the way as the ground came in. Toad sent his vile tongue at Peter and Peter managed to catch it easily, he pulled toad over to him and delivered a knuckle sandwich to his face. Blob then smashed up the cranes legs and sent it tumbling down at Peter who couldn't get out in time.

'This is going to hurt a lot' Peter regrettably thought as he placed his hands on the crane just before it managed to land on him, but it still pushed him down into the ground. It didn't get easier when Lance sent a load of rumble down on top of him as well.

Lance was laughing his head off along with the other conscious members until an optic blast struck Quicksilver in the chest, sending him into the others. Wanda was the first to get up and traced the source of the blast to Scott who was standing besides him comrades. Now Wanda could hex his visor and make it useless, but she wasn't stupid and knew that if he had his eye's opened, she would be vaporised. However she could hex the blasts that he sent at her. Kitty looked around to see where Peter was but couldn't find him, this worried her.

"Jean, where's X-Spider?" Kitty asked worryingly. Jean quickly placed her index and middle finger on her forehead and gasped when she found him.

"He's... under all that" Jean said pointing to the crane and rumble. Kitty was shocked like real shocked as she estimated the total weight to be 14.6 tonnes ( I don't know the actual weight) and knew that, he only lifts up to 10.

Lance started to laugh evilly, a laugh that would impress Magneto.

"That's right Kitty, your 'boyfriend' is now buried under all that rumble. Or should I call him Peter" Lance said with a evil smirk on his face. They all stood in shock as they heard him. Scott set his visor all the way up fired his optic blast as much as he could, a massive one appeared and was heading towards them. Wanda acted quickly and hexed the blast and sent it back to them. They all ran and managed to get out of the way of the beam, but not of the blast radius. They got pushed back and landed on the wall. Scott couldn't get up since that blast he did took a lot of energy out of him. Spyke went after Quicksilver, who just managed to get up.

Jean, Rouge and Kurt went after both Blob and Wanda, leaving Kitty and Lance against each over. Kitty charged at him and sent a kick towards him, it impacted on his chest and Lance could tell that she wasn't pulling any punches at him, then again who wouldn't if their 'boyfriend' had just been buried under a load of rumble. Lance countered by tripping Kitty over by her legs. She countered his counter by phasing through the ground.

'Big, mistake Kitty cat' Lance thought as he vibrated the ground and tore it up. He was surprised to see that Kitty wasn't there and felt a hard kick to the back of his skull. He turned to see a fluming Kitty who just started to dash after him again, this time Lance was prepared and used his fist to cause a shockwave and knock Kitty off her feet. Lance walked up to her as she struggle around from the pain and smirked.

He placed his hand on chest and started to use his powers on her. The only time he had done this is with Mystique when she made him mad, he nearly killed her. Kitty let out a huge scream as she felt her insides being torn apart. Lance built up the pressure as she screamed more, the others were preoccupied with the others that they didn't notice. Kitty started to draw blood from her mouth as the pain was unbearable. She was sure that any minute he was going to literary tear her apart, bone by bone.

"This is what you get from rejecting me Kitty and going off to the X-geeks, your allies are busy with the others and dear Parker is properly dead by now." Lance said to her viciously.

Kitty couldn't believe it, after what she's been through, **this **is how she would go out. At least she went out fighting her EX. She found her self crying as she never got to told Peter how she really felt about him and what they could have done together.

'Good bye... Peter' Kitty thought. Lance was about to strike the final blow when he heard the roar of rage from behind. ( He's in trouble now). Lance stopped all of a sudden and looked where that came from. He turned around and he felt like he was in a nightmare. There ahead of him was Peter, his costume was wreaked and he was wounded. But there was something different about him. His eyes were now in full view and they were full of pure rage, he had what appeared to be sharp claws from his finger tips and he had what appeared to be spider themed legs around his waist. Kitty could just open an eye and knew that lance was in deep trouble.

"YOU GET AWAY FROM HER NOW!" Peter yelled in a dead serious tone, Lance back off and that's when Peter began. He ran up to lance and delivered the hardest punch that he ever felt in his life. it didn't end there, his spider legs moved and stabbed him in the shoulders and knee cabs. lance cried out in what was the worst pain he has ever felt. using his Spider-Legs to hang him there. Peter started to strike Lance with a series of hard and Lightning fast blows, his claws dug deep in every swipe he delivered. Lance felt him dyeing out from the world when Peter ended his furry but was surprised to see that Peter _webbed_ up his wounds, this didn't fix him but it stopped him from bleeding out. Despite what he's just done Peter is not ever going to take a life away, he reminded him self that nothing will change even if he was alive. Peter dropped Lance on the floor and went to check Kitty.

She didn't look good, she looked like she went toe to toe with hulk in a fight to the death. She was barely conscious when she smiled weakly at him, Peter returned one with as much weakness. He was glad that Kitty was alive from a trauma like that, it was a reason why he liked her, she was one tough girl.

The rest of the X-men rushed back to them shortly after and they were absolutely staggered. 1. Lance is now critical. 2. Kitty was servilely injured. 3. Peter had some how gotten back in the fight and had new abilities.

"Peter!, what the hell happened here!?" Scott asked demandingly. Peter turned and before he could answered he passed out, they all rushed to him and picked both Peter and Kitty, they called the authorities saying that an accident had happened here. They called in the blackbird and placed them two in the medical bed's straight away.

"Let the professor know that we're coming back and to prep the med bays asap" Scott ordered Jean, she nodded and told the Professor telepathically.

**_Done!, I bet you all weren't expecting that last scene just then. I made up the powers that Peter has gained. I know its a bit early to make Jean dump Duncan but lets face it nobody liked that couple in the first place. The next chapter will be Peter recovering and him explaining how he got his new mutant powers. _**

_**Please read and review. I would like to Thank Cherry Cloud for giving me this idea and one of you lot suggested that I include one of Spidey's villains ( I will do that in future chapters). **_


	4. Chapter 4

_**Recovering Sorry it's taken me a while to do this chapter.**_

Once they all made it back to the institute, they rushed to the med bays and placed Peter and Kitty on the beds. They were both still out but Kitty was worse than Peter, who had somehow gained new abilities.

The Professor was really surprised when Peter was said to have new mutant abilities. Although they didn't see them, they could tell by his appearance, despite being battered. The legs were the obvious feature since they were twitching around every hour and then.

"That would explain why Cerobro informed me of a new mutant signature" The professor said to them. They all were surprised at this.

"So wait, your saying that somehow while he was under all that rumbled, his X-gene kicked in?" Scott asked.

"Indeed, I thought at first that because of the spider bite, his X-gene would have been held back, but it would appear that it was accelerated some time in the battle when he was under the rumble." The Professor explained.

" We'll have to ask him for further detail's as I cannot access his mind while he is recovering. It must be one of his abilities for when he is in this state, to block any telepaths who are trying to look inside his mind."

They all nodded and drawled their attention to Kitty. They took an X-ray of her to see the damage and it was critical, her bones were on the verge of snapping and her organs were 'misplaced'.

"Who or what could have done that to Kitty here?" The professor asked.

"Don't know, must of been Lance, not too sure since she was down when we came over." Scott said.

"I see, Jean you and I could help with her recovery by fixing her insides. It's not easy so I'll go for the bones while you replace the organs" The professor told her.

"Professor...I'm not sure if I can do that... I mean" Jean started but was cut off by Charles.

"Don't worry, it's not as hard as it looks, just concentrate and it will be a snap" The professor said reinsuring. Jean was nervous but nodded. They all knew that there was no other option. Scott placed his hand on Jeans shoulder to encourage her. Jean grabbed the seat next to Kitty and they both got to work. Before they did, Charles made sure that Kitty was in a dream state to hold back the pain from this.

The task was easier than it was first thought. Jean carefully moved the organs back into their right places. the intestine's were challenging but she eventually got them into place.

The professor on the other hand found it rather difficult to fix the bones. one or two were shattered and would have to be healed over time.

'Some times I wish we all had Logan's healing factor' The professor thought to him self as he fixed 4 bones. Her 2 arm joint bones would have to be healed in a few weeks. Everything else was fixed in good time.

_'Jean you finished_ _with her organs?' _He asked as he finished fixing the final leg joint.

'_just placing her bladder back, I'm just grateful that she ate before they left... and done'_ She replied.

They opened her eyes and saw that she looked in better condition than she was a while ago. The rest of the group seemed to have gone to their respective rooms to give Jean and Charles space.

"So what were the bones that couldn't be fixed then" Jean asked.

"Only two. The arm joints, they'll be fixed in a few weeks" Charles answered. She nodded and turned her attention to Peter was still passed out.

"Could it be that he is now a mutant like us?" Jean asked. Charles placed his hands on his head for a moment before answering.

"Perhaps, Cerobro did pick him up. But we can't find out how, as I said earlier that there are what appears to be mental blocks that prevent us from looking into his mind." He said. Jean nodded in understanding. They were both wondering what happened to him in the middle of the fight while he was under the rumble.

"Come on Jean, lets head to bed its getting late. We can check on him tomorrow _if_ he get's up." The professor said to her. She walked out of the door with the Professor not far behind. he took one last look at them both before turning off the lights.

* * *

-The next morning-

Charles woke up peacefully as normal. He had a little stretch before sliding a bit onto his wheel chair. He used his powers to get flesh clean cloths on and wondered how Peter and Kitty were doing.

'Well the others except Kitty should be at school by now.' The professor thought to himself as he wheeled down the corridors. The med bays weren't to far away from his room so he figured that he should have some break first before checking on them.

When he got to the kitchen he saw that Logan was looking through the fridge, properly looking for another bear. His habits do tend to get on the professor's nerves but they didn't worry him because Logan's healing factor, prevents the alcohol he drinks, from making him properly drunk.

He noticed him and greeted him.

"Morning chuck, heard about what happened to Bug Boy and half pint." He said to Charles who was just getting his regular tea.

"Indeed you have. I'm concerned if Peter's X-gene might change his personality. Apparently he smashed Lance up last night to near death. It was fortunate that he stopped himself this time before making a mistake." he said calmly.

"I see. You know Chuck there's something familiar about Parker. His parent's were Richard and Mary right?" Logan asked.

"Yes they were why?" Charles asked.

"I know my memory isn't the best but I remember working with them two at S.H.I.E.L.D,I was there at the wedding as the best man and when they had their child." Logan told him. The professor was surprised by this, he was aware that Logan couldn't really look further into his past due to his amnesia.

" I say, you've had a lot of stuff happen in your life Logan" Charles said to him.

"Yes I have. The kid's got Richard's brain, Marys humour and both of their curiosity. Not to mention the thing about questioning orders." Logan said.

"How's they both doing Chuck?" Logan asked worried. He was like a father figure to Kitty and deep down cares for all of the kid's here.

"Well, I was planning to check on them both after break first. You can come if you like" Charles said.

" I would love to, but Fury wants me to meet him soon so I'll check later." Logan said. With that he walked out of the kitchen while drinking his beer.

After he finished eating, Charles wheeled down to the med bays and was surprised to see that Peter had already recovered from his injuries. He may not have Logan's healing factor but he does recover fast.

He noticed that he started to twitch and his eyes slowly started to open.

"My word, Storm you might want to see this" Charles called over the inter com near by.

* * *

Peter started to regain consciousness and the first thing he saw was a white celling. He sat up and saw that he was in the med bays back at the institute. He remembered fighting the brotherhood, getting crushed into the rumble and then. Hearing Kitty scream. Specking of Kitty.

"Kitty!" Peter shouted out as he looked over and saw her on a nearby bed. She looked tired out and battered.

"She's fine Peter, you can relax" A calm voice came. Peter turned and saw both Charles and Storm looking at him.

"How long was I out?" Peter asked.

" About a day, I thought you would still be out for another hour or something" Storm said in amazement.

"Peter this may not be the best time since you have just woken up but what happened under the rumble?" A new voice came. They all turned and saw the others there.

"I thought you were at school?" Storm asked.

"It's Saturday, we went out for fresh air" Jean said. They all nodded and turned their attention back to Peter, who was sitting on the edge of the bed.

"Well it's a little complicated but it started here" Peter started.

* * *

-flashback.-

"Great now what?" Peter thought out load as he struggled to hold the crane up. The rumble that Lance dropped on top of him increased the difficulty of getting out of this tight spot. The crane was heavy enough but this was beyond him with the rumble on top.

'I'm running out of air, my web shooters are busted and I'm getting weaker by the second' Peter thought as he was starting to get crushed by the pressure.

' Of all the maniac's I've come across, of all the murderers I've fought, this is how I go out?" Peter thought. His strength started to give out on him as he was buried along with the crane and rumble.

He heard a scream and that happened to Kitty, who sounded to be in deep pain.

'I'm sorry everyone. I'm sorry... Kitty" Peter said out loud weakly. He was about to give up and accept his fate when a new voice in his head started.

'It's not over yet Spider' The voice said. Peter checked his surroundings and saw that no one was there.

"Who said that!" Peter asked, his voice was weak and low.

'I did. I have been called many names in the past but you will come to know me as The Spider within you. You see young Peter, I am like a shadow in your brain, watching over you. Watching your every move and heroic actions. Watching you risk your own very live to save ungrateful lives for nothing. I am deeply impressed by you and have come to assist you in this situation.' The Spider said.

'What can you do to get me out of this mess?' Peter asked.

'By unlocking your very own X-gene, which has been dormant inside of you for quite some time' The voice answered. Peter would raise his eyebrows in surprise but due to his condition, he couldn't.

'You mean that I have an X-gene just like the others. I thought that my powers came from the spider-bite?'.

' They sort of did. the spider-bite did give you a portion of the X-genes abilities. however it would seem that it or so suppressed it, until now.' The spider said.

'What do you mean?' Peter asked.

'you see, deep inside your heart you have deep feelings for the one called Kitty, who is in great danger. This feeling has allowed me to get through to you X-gene and I have the ability to unlock it this very moment and give you your full potential' The Spider explained.

' You have a choice Peter, either die with the rumble and Kitty may die soon, or allow me to give you your full potential and save Kitty now.' The voice added.

Peter didn't hesitate to give an answerer, if he could save Kitty and him self then he'll do it. If there was any side effects he would deal with them later with the others.

' Do it' Peter demanded.

'Wise choice peter, remember I will always be a shadow in your brain watching over you. Stand by this may tickle a bit' The Spider said.

In a matter of moments Peter felt a rush of energy as he started to feel more a live than every before. He felt his strength return and he felt the X-gene work it's magic. In a flash of light he felt 6 new legs on his waist, claws on his fingers. He felt his eyes glowing as he figured he had night vision.

' You now have night vision, sharp claws on your fingers which are retractable, 6 spider legs on your waist, enhance speed, agility, strength, Spider-Sense and hairs on your body that can sense toxin airs or any anomalies that you spider-sense can't. Not to mention something you wanted, organic webbing that can come in any shape and sizes. Let's not forget a new set of psychic blocks that can resist even the most powerfull telepaths. ' The Spider explained.

'Wow, thank you' Peter thanked The Spider.

'It was no problem, now save Kitty and let fate decide your future' The Spider said.

Peter decided to get to work as he pushed up and found the crane and rumble to be completely weightless. He easily removed it and found that he was still wounded. His legs and left arm was bleeding and he at least had 3 or 4 broken ribs.

He got up and heard the scream. He turned and saw Kitty, being shaken up on the floor, from the inside out . He saw Lance being the cause. Lance was laughing evilly. Peter filled out with a emotion he hasn't felt for a while. Pure Rage. He could feel his eyes going red and his body taking over completely. He walked a bit before shouting really loud. His shout was nothing but full of anger, pain and rage as Lance looked in shock and saw him standing there.

"YOU GET AWAY FROM HER NOW!" Peter threatened. Once Lance stepped away from Kitty, Peter began by running up to Lance and delivered the mightiest punch he could give. He wasn't done there, he used four out of six of his new legs, to impale lance by the shoulder's and knee caps. He heard Lance cry out in pain when that happened. Peter then started to deliver a furry of punches and Kicks with his new found strength. He could hear the bones smashing, the organs busting. The blood dripping out as Peter slashed Lance. Peter could tell that Lance was nearly dead and used his new _organic_ webbing to close the wounds up. He dropped Lance on the floor and rushed over to Kitty.

* * *

-Present-

"And then you guys came along and I passed out" Peter finished. The others were stunned after Peter finished. There was a silence that overcame them all. The silence broke when Charles spoke.

"So have you heard of this The Spider recently then?" He asked. Peter just shocked his head.

There was another silence until Peter spoke.

"How's Kitty doing then?" Peter asked with worry in his voice.

"She's doing quite fine, she'll wake up later. She needs to be careful, over the next few weeks for her two arm bone joints to heal" The professor answered. Peter let out a breath of relive. He was glad that Kitty was safe and okay from whatever Lance did to her.

"What happened to Lance?" Peter asked with a tint of hate.

"Well, over than the biggest beating you've given him, he was nowhere to be found, must have been taken to the brotherhood. He may be out for a long time" Scott answered. Peter let out a_ 'good'_ under his breath. They must have noticed as they raised an eye brow.

"What?, I hate the guy for what he did to Kitty" Peter said to them. Charles sighed.

"Peter, I know you've experienced a lot of pain in your life, but I teach people to control them self's, not just their gifts." he told him sternly. Peter looked down in shame, as he understood what he was on about.

"Now, I need you to rest for a while to recover." Charles said in his calm voice. Peter nodded. He only did so he can remain with Kitty and when she wakes up. Peter didn't actually need to recover as his healing factor has been slightly enhanced, although its not as fast as Logan's it still got the job done. The others walked out leaving Peter alone with Kitty. Peter checked the time, it was 3:30 and being for this long with out food had a bit of a impact on his metabolism, especially since he's had his potential unlocked.

He walked over to the fridge that was there and used one of his new legs to open the door, he pulled out one of the already made sandwiches. It wasn't much but it did the trick.

'Well for my stomach anyway' Peter thought to him self. He was still tired out, despite his rest and little snack. Peter noticed at the corner of his eye that Kitty was twitching a bit, she started to move around. Almost like she's in a nightmare. Peter panicked slightly, he sat down on the near by chair and took her hand in his. It was hot so it confirmed Peter's fears.

* * *

-In Kitty's nightmare-

"HELP!" Kitty screeched out. She was being chased by what appeared to be Lance, but something was different. His body armour had spikes on it, which are all covered in blood. His eye's had no irises and were completely black. He looked like a complete monster, with no mercy. Which was proved when he tried to smash his fist into Kitty's face when she was down. She only got out by phasing through the ground.

She found herself in some warehouse, it was almost plain except for a couple of crates. There was no light what so ever.

"HAHAHAHAHA!. You can not escape from me Kitty. I've killed your boyfriend. YOUR All ALONE NOW!" Lance yelled as he tore up the celling above. He landed hard, making a crater where he stood. Kitty was now trapped with no where to go as he stepped closer and closer. She was too terrified to phase her self to safety.

"Prepare to join him in DEATH!" He started. he grabbed her by the neck and started to crush the life out of her. Kitty struggled as she couldn't breath. She tried kicking him but they didn't faze him, instead he got madder.

"Time to put you out of your misery Kitty!" He yelled in her face. He placed his free hand on her chest and started to use his powers again.

"NO!" A voice came. They both turned and Lance was bashed out of the way by Peter. Peter looked at Lance straight at the eye as he got up with a smirk on his face.

"So, back for round two huh?" Lance said in a low voice. Peter charged at him, Lance guessed this move and ducked under his fist and sent his own into his gut. He ripped off Peter's mask and started punching him hard in the jaw. He carried this on for so long that his fist started to crack.

Kitty watched in horror as Peter started to get punched to death by her Ex.

"STOP IT!" She screamed. Lance ignored her and started to knee Peter in the stomach. Peter started to cough blood out as the pain got worse and worse.

"Time to die Parker" Lance said quietly. He then did what he did earlier to Kitty and started. This time Lance used the full extend of his Powers.

Kitty wanted to wake up desperately from this, but she couldn't. All she could do was see Peter die. Peter's bones started to break down, by now they would have been shattered and in pieces.

Lance stopped his semi-person quake and picked up Peter once again.

"Now to end this once and for all" Lance said. He ripped a massive hole in the ground. He placed Peter near the edge.

"I'll miss you. NOT!" Lance said. He kicked Peter one last time that sent him over the edge, literary . Kitty felt like she had been shot as she watch Peter fall and Lance close up the hole he made.

"PETER!" She screamed. Her vision started to give way as she started to wake up.

* * *

Kitty's eyes shot open as she woke up from her nightmare. She noticed that she was in the infirmary back at the institute.

"Peter!" She yelled. She panicked slightly until two strong arms wrapped around her. She turned to see Peter next to her with a reassuring smile on his face. Tears started appearing on her eyes as she went into his arms. Peter just held her calmly as she cried on his shoulder. He started to pat her back in comfort, this slowed down the tears and she stopped sobbing.

"I'm here Kitty, I'm here" He whispered to her. She pulled away and stared at him in the eyes, she found her self lost in his dark brown orbs. They both started to smile at each over, wishing the moment doesn't end.

'Please tell me that no one will barge through the door 'Peter though.

Peter placed his hand onto her check, she found her self snuggling deeper into his touch and placed her hands around his neck. They slowly started to lean closer to each over. Peter checked with his enhanced spider sense to check if anyone was coming, he used his sensor hairs to check the air for anyone else's sent. They were in the clear.

Kitty couldn't believe that this is happing, she was about to kiss the man she has admired since they first met. She was _prying _that no one would walk in and spoil the moment .

Soon their lips meet each overs. They both felt a strong electric current go through them as soon as they kissed. Kitty's lips were rather wet from the crying. Her lips danced with Peter's in perfect rhythm. She pushed her tongue against his lips, begging for entrance. Peter granted it and their tongues started to wrestle. They both moaned as they danced around with each over's lips and tongues. Peters hands slid down to her hips as he picked her up, she wrapped her legs against his waist. They carried on making out as Peter led them to beds.

Kitty was laid on top of Peter as they lied down. They both eventually pulled away for oxygen. They were both blushing very deep and Peter was in awe at the sight in front of him.

"Wow" Peter just simply said. Kitty leaned down and placed her lips back on top of Peters. She started to traced her fingers around his strong, large chest as Peter rubbed Kitty's back. Peter started nibbling on Kitty's bottom lips as he whispered to her.

"Been wanting to do that for a long time" He whispered to her. Kitty started to blush even more, any more and she swore that her cheeks would have ignite.

"Your not the only one" She whispered. She gasped as he started to kiss her neck. Biting, sucking and kissing her flesh. He made sure that he leaves marks on her to show that she was his. She started to mess around with his hair, circling her fingers in-between his brown, locks. This caused him to moaned as well as he looked up at her.

She stretched her arms a bit when a pain shot through her elbow. She yelped a bit, making Peter jump.

"What's wrong?" He asked fully concerned.

"Ow. I don't know it like came from my arm joints. must have been damaged." She said to him.

"Yes , they will take some time to heal, a few week's best, must be careful when stretching" A new voice came. They both jumped in shock as they saw the Professor at the door, smiling gently at the pair. They were both really embarrassed since they were caught making out.

"How long were you there?" Kitty asked, nervously. Charles just chuckled.

"Not long, just got here, nothing to be embarrassed about you two" He said to them both calmly. They both let out of relive at that statement.

"I see that you both have recovered quickly than I thought, nice to see that you two have made... progress" He added as they stood in confusion.

"The others are all out side at the pool. When your ready you both can join in with the fun if you want." He told them. He turned around and wheeled himself to his office.

Peter returned his attention to Kitty who was looking at him. He was hoping that they would be alone, now that they were, he didn't want to mess this chance up.

"Kitty. There's something I have to confess. Ever since I first came here and meet you all, I thought that you were the most beautiful girl I've met. To top it all up I think your smart, funny. Every thing about you just makes me, smile. I really like you Kitty, but before we go any further I have to know. Do you like me?" Peter asked.

Kitty felt that this was a dream and she hadn't woken up. She literary pinched her self and was joyed that this was real. She smiled deeply at the man in front of her, the one that she has liked for a long time.

" Peter. I really like you the same way as you like me. I have been rather depressed lately before you came. When you did, you just made me happy again. I don't know how I ended up with Lance but I am really glad I have found a better person. You" She answered, with the truth in every word she spoke. Peter smiled back, deeply at the girl that he has liked a long time.

"There's another thing I want to ask. With all of my fears removed about _us_, I can ask you this one question. Will you be my girlfriend?" Peter asked. Worried encase of rejection, despite them confessing their feelings for each over.

Kitty was overjoyed when he asked and placed her lips on his, for another make out session. They fell back on top of the bed with Kitty on top of Peter yet again. Their tongues started to wrestle for domination as they filled their kiss with more passion and... love. Kitty started to trace over his bear top, over the strong muscles that he had gotten from two years of hero job .

Peter couldn't believe his luck. Recently he had been forced to come here for his job to investigate strange activities. Instead he found himself new friends, a new life and a new person to care for.

Kitty really couldn't believe her luck. Weeks ago she had been depressed from her relationship problem's with Lance. Until Peter came into her life and everything had changed, he was the only one who managed to cheer her up , the one who managed to get her into her usual bubbly personality. She found out that she had developed a crush on him and was happy when she found out that he had one on her as well. She wouldn't have guessed that they would be more than friends. It was recent that they happily became a couple.

They both pulled away to catch their breaths and were both really red. Kitty and Peter both kept their eyes closed and leaned on each over's forehead's.

"Is that a yes them?" Peter asked jokingly.

"You didn't even have to ask" She just whispered. A few minutes passed as they caught their breaths. They still had their eyes shut when Peter spoke.

" When should we let the others know about _us_ then?" He asked.

"You don't need to guys, as we have seen plenty" A new voice came. They both shot their eyes open and turned to see the gang (minus Charles and Logan) standing at the door with grins on their faces.

"About time one of you two made a move" Scott said to them both.

"Yea, any longer and we would have stuffed you in a room alone" Jean added. Peter noticed that Scott and Jean had their arms linked together. He smirked as he figured they asked each over out._ At last_

"Well, your the one to talk Scott. How long did it take you and Jean to finally admit your feelings for each over huh?" Peter asked. This earned laughter from them all. Except Jean and Scott who were blushing really mad.

"Well, congratulation you two, we now have three couples to tease" Evan said. Rogue giggled a bit along with Evan.

"Just make sure you two don't make out 24/7 or we'll be vomiting from the sight of the two of you" Rouge said. Peter and Kitty both sent a death glare at her which caused her to back away.

"You two are really creepy when you do that together, you know that?" Evan pointed out. They both just smirked at him as they got up.

"Well, we should do that more often then if you two get on our nerves. Shall we head to the pool then Kitty?" Peter asked. Kitty happily nodded and took her boyfriend's hand and they both wandered past the others.

* * *

Peter and Kitty both went off to His room as Peter could just grab his trunks while Kitty phases next door and grabs her costume.

"You know, that saves a lot of time and energy just 'walking' through the walls by the way" Peter pointed out, with a slight smile. She gave him a look, but gave him a quick peak on the check.

"Well, not exactly, since I have to like concentrate when I adjust my density" She told him. She gave him a quick wink before phasing to her room. Peter just smiled at where she just phased, he then got into his swimming costume, next to his _other_ costume.

Peter was thinking about what has happened recently.

'I've been sent here by the bugle, I have a boring patrol, I head to High, I meet the guys here, befriend them, make an enemy at lunch, learn about their gifts since they know of mine, I meet the professor. He offers me to stay and I accept, I find out about my crush on Kitty, I make another enemy. To top it up, I later fight the brotherhood and have a kind of near-death experience that gives me new powers. I recover shortly after that fight. Kitty or so has a near death experience but thanks to the others she recovers. After she recovers, we kiss and confess our true feelings and become a couple' Peter thought to himself.

Peter got out his towel for when he gets out to dry off. This towel was one of those with the Spiderman theme on it. Ironic considering that he is Spider-man. He got this when they were on sale, his aunt was troubled for some reason but let him have it since it'll remind him of his job, or rather his old job.

Kitty got to her room and grabbed her favourite Swim suit. This one was rather dark blue and contained a kitty on the front of it. She or so happened to have a spider-man themed towel. Before she knew Peter, she was like one of those fan girl's who had a crush on him. She started to get over it, over time when she _was _with Lance. She was thankful that she had broken up with him a long time ago and has now gotten a man that she _really_ likes, and one who _actually_ likes her.

They both simultaneously finished getting their pool stuff and both walked out at the same time.

Peter grabbed kitty's hand and they both walked towards the pool, on the way she asked a good question.

"Does this mean that we get to date in real life then?" She asked him. Peter was taken back a bit before answering. He stopped by the wall when he did.

"I want to, do you?" He asked back. Kitty smiled at him.

"Yes I do" She replied.

"What was the point of asking when you two are already a couple?" Came a new voice. They both turned and saw Logan standing there with a grin on his face.

"Hey Mr Logan, I just wanted to make sure that we are like those couples who actually go out on dates." She explained.

"Well, I get it. Parker a word" He turned his attention to Peter who just walked over to him. Logan grabbed his wrist and pulled him over the corner. He pulled out his three claws near Peters face. **Snikt!**

"Now listen Bub. Kitty's not been the same recently, and if you hurt her I'll gut you. Understand!?" Logan threatened. Peter quickly nodded and Logan retracted his claws and walked away before Peter could say anything.

Peter walked back to Kitty, who gave him a concerned look.

"What did he say?" She asked.

"He said not to hurt you or he'll gut me. I promise you I won't" He replied. Deep down he was feeling guilt, since that's what he said to Gwen.

"I know you won't, besides I can take care of my self" She reminded him. Peter believed her but still wasn't sure, considering what had happened to her last night.

"So shall we get to the pool then" He asked, changing the subject, he offered her a small smile. She returned the smile and took his hand. They both went off to the pool and saw that Jean and Scott were resting on the beach seats next to each over.

"Hey want to make an entrance?" Peter asked with a smirk. Kitty smirked back. She placed her arms, carefully around his waist as he crawled up to the top of the roof, like yesterday.

"Ready?" He asked as they stood back. She nodded and in three, two, one they set off and both leaped off, diving towards the deepest part, of course since Peter learned the hard way to alert jean, he decided to.

"Hey lover birds, might want to step back a bit!" He warned the couple below, whom woke up and jumped a bit. Kitty smirked slight as they neared the pool. Peter and Kitty landed in the pool with a massive splash that caused some of the water to hit the door, which was like 5-6 meters away. However Jean and Scott got soaked from head to toe strangely, and they were mad.

"On no" Peter said quietly. Kitty caught it and quickly swam out of the way as Jean and Scott bombed in. Peter quickly dived in to avoid the water that was being thrown on them, he shot a bit of webbing out, making a air bag which he covered Kitty's mouth with. He took her under, using the web bag to breath in. Scott and Jean kept on bringing the water on them, despite them being under. Peter found out just then that he forgot to make an air bag, but oddly he felt like he had plenty of air left.

'I'll have to look into that later with the professor' He thought to him self. He started to grab water at the top with webbing, making them into water bombs and started to throw them back at Jean and Scott. They were all surprised when they counted the time he was _under_ without an web air bag. They later stopped chucking water at each over and got out to dry off. Peter was thinking about the fact that he just went under water much longer than usual. He couldn't really think about since he was currently drying off. He found himself staring with interest at Kitty, who was still drying off.

Kitty was drying off when she caught a glimpse of Peter staring at her, even though he is her boyfriend, it felt rather weird. She decided to tease him a bit, just to mess with him.

"See something you like Peter?" She asked seductively . Peter was stunned when he realised he had been caught red handed by his new girlfriend, he tried to make amends for himself, but couldn't quite get the words out.

"I umm... umm..." He stuttered. Kitty smirked at this and placed her lips on top of his for a brief second. She pulled back still smirking.

"You know, your like kind of cute when you stutter." She whispered to him in the ear. Feeling her hot breath next to ear coursed him to shiver slightly. He heard a fake vomiting sound as they turned back around. They saw Rogue clutching her stomach as she pretended to be sick. Peter sent her a death glare while Kitty rolled her eye's. Kitty took Peters hand, her fingers interfiling with his and went back inside the institute.

* * *

" How does Kurt and Amanda put up with this exactly?" Peter asked as they both navigated down the corridors.

"They don't, which is why they all ways go out on dates, to get away from Rouge and Evan" She explained.

"Well, if it works for them two, then it should work for us right?" Peter asked while wiggling his eyebrows. Kitty gave him a look as he did before smiling.

"I suppose so" She told him. Peter returned the smile. Peter noticed that Kitty was dragging him to somewhere that Peter wasn't shown during his little tour .

"What is this area Kitty?" He asked as Kitty started to move some bricks out of the way.

"Just a little surprise for you" She whispered to him. She still had that smile on her face as she dragged Peter through the wall. Peter felt a familiar tingling as they did, similar to his spider-sense but weaker.

When he got through the wall he was amazed at what he saw. Here was like a little cave in the institute, it had a little waterfall along with a small lake.

"What is the place Kitty?" Peter asked a second time as he looked around the place.

"Let's just say its a place I go to when I'm depressed, sad or lonely. Which was often before you came along" She explained with a small smile.

Peter sat down by the edge of the lake, and sat his feet in the cool water. " So what am I then, your savoir?" He asked jokingly. Kitty's smile grew bigger as she sat behind him. She pressed her torso into his back, wrapping her arms round his neck.

"Well like, I guess you could say that your my hero" She whispered by his ear. Peter was blushing a lot from his girlfriends movements. Kitty then did something he didn't see coming. She pushed him in playfully in the lake. Peter imminently shot up to the surface of the lake, to see his girlfriend laughing.

"Very charming Kitty" He said sarcastically.

"Sorry, totally couldn't resist. You don't have your web shooters to get me down now" She said teasingly, while laughing. Peter smirked at the situation, Kitty hadn't noticed his new _organic webbing that _he had gained.

"Wouldn't be laughing too soon if I were you, since I don't need my web shooters now" He told her. Before Kitty could say anything, a sticky substance impacted on her chest and pulled her in the lake. She looked surprised to see that Peter had sprung a web on his own and pulled her in with ease.

"How did you..." She started.

"Lets just say I gained organic webbing during the fight along with other abilities. Like these sharp things." He explained. He concentrated on his fingers and they got sharp, not as sharp as Logan's claws but still sharp. He then demonstrated his new Spider-legs as they carefully wrapped round Kitty's firm waist. Kitty felt amazed and curious at the same time about these new powers he had unlocked.

"Before you ask, during the time I was under the rumble, a voice in my head called The Spider unlocked my X-gene and gave me my full mutant abilities." He cut her off. Kitty was delicately surprised by this, and all this time she had thought that it came from that one spider bite.

"And all this time I thought it was through the bug bite" Kitty said. Peter smiled at her, she then placed her lips on his and they started to make out. Peter used his arms to support her legs as she wrapped them round his waist. Peter's tongue started to lick around the bottom of Kitty's lips and he started to point in the front entrance, Kitty opened the front door and Peter started to suck her tongue.

Kitty moaned as he sucked her tongue. Kitty started to trace her fingers over his muscular torso. She noticed that there was one piece of skin that was rougher than the rest, she looked to see that it looked like a scar. Peter started to lay kisses down Kitty's neck, catching her off guard. As much as she was enjoying this, her curiosity took over.

"Peter, how did you like get that scar on your chest?" She asked, having a hard time doing so. Peter completely froze when she asked. Kitty felt like she hit a sensitive nerve when she did.

" I got it. When I made my biggest mistake in my life , one that haunts me every day and night." Peter started, he looked down before taking a deep breath and continuing. He usually didn't talk about it to anyone, not even to Felica or Mary Jane. But he felt like it was nice to tell Kitty about it though.

"You see, before I started my career, my Aunt and Uncle had money problems, they could hardly afford the bills. When I gained my powers, I thought I could help them with the money. I decided to start wrestling to help." Peter paused as the story didn't stop there. Peter looked up slightly to see Kitty giving him a supportive look in her eyes.

" I was the best at it, there was nobody who could even match me in the matches I completed in, I started to earn tonnes of cash, enough to move to Florida and buy a sports car. However I wanted to earn enough for my Aunt and Uncle. I or so didn't want them to find out what I was doing. So I hid the cash in a trunk at the bottom of my bed. However my uncle found it one day and thought I was on drugs. We had a massive fall out which resulted with me storming out of the house and back to the arena." Peter paused again as they hardest part was near, he could feel tears coming up as he remember the emotions that ran through his head on that day.

"I easily won the last fight and was one step away from making my dreams come true. However the manager refused to pay as he thought I was cheating because of my 'in-human' abilities. I was furious with him and turned to leave. On the way to the lift a common thief stopped by to steal from the manger, which he did. He ran down the corridor where I was, the manger asked me to stop him. But I didn't since I was furious with him and I _let_ the thief pass. On my way home I found a body near the house. The body had been shot through the abdomen and lost more than a gallon of blood. The body belonged to my Uncle. Turns out he followed me to try to apologies to me." He was still looking down when Kitty asked him.

"What happened to him" She asked him, her voice sounded weak, considering what she heard so far.

"He died in my arms" Peter simply said sadly, he had tears freefalling down his check.

"I tracked the murderer down to an abandoned warehouse shortly after, I gave him the beating of his life, I shattered every bone, every muscle he had. He managed to swipe me once, only to get me enraged further. I started to tear him apart. I had him cornered and when the light came in. I felt like I had been shot. It was the same guy who robbed the manger. The guy I could have stopped, Uncle Ben would have been alive today." He finished, His eyes were red and he had tears all over. Kitty imminently held out her arms and Peter went into them.

Kitty was crying as well from hearing Peter's greatest lost, she couldn't say she knew how he felt, since her parents kicked her out and made her homeless when they found out she was a mutant. She started rubbing Peter's back softly, in a comfort way. Peter placed his head on her shoulder as the tears started to slow down. He breathed in, taking in her sent.

He pulled back slightly to look at her in the eye, he tugged on a smile as he spoke.

"I will never forgive myself or the murderer. My uncles death taught me a valuable lesson. With great power comes great responsibility. I vowed to never stop fighting crime and to use my gifts to ensure peoples safety and that they don't experience what I had. I made sure that the cut I received stayed there to remind me of my greatest mistake." He added. Kitty was standing there shocked at what she heard. It took a great amount of courage to talk about something like that, especially Peter who had endured the worst pain. A few minutes passed by as they both stood in their embrace.

Peter grabbed Kitty's arm and led them to the wall they got into. Kitty understood what he meant and phased them through, while about halfway she poked her head out to see if they were clear. Nobody was coming so Kitty dragged Peter out.

"Oh, there you two are" They heard from behind. They turned to see Scott in his X-men uniform.

"We've got a danger room session in five. Kitty its optional for you, if you feel like you can." Scott informed them and left to the elevator, with Jean already in it.

"You sure you can do a session Kitty?, Scott did just say it's optional" Peter asked as they walked up the stairs, holding each overs hand's .

"Yea I'm like pretty sure I can, besides we can do our little trick like last time right?" Kitty said to him. Peter was about to say otherwise but when he saw that she was giving him kitty eyes, he couldn't get the strength to argue.

"Okay then, I'll wrap some on the web around your waist so you don't have to hold onto it" He informed her, she nodded and they made it to Peter's room.

"You going to wear you X-men uniform or your Spider-man costume then Peter?" Kitty asked as they entered the room. Peter didn't exactly answer as he pulled out the only one that was available since the other one was torn from last night. He had to adjust it so he could use his spider-legs and claws without difficulty.

* * *

Once Peter and Kitty had gotten changed, they made their way over to the Danger Room. They were the second to last pair to get their. The last were Kurt and Evan, who turned up a few minutes later with sweat on their faces.

"Lesson number 1 on girls, never get them in a mood!" Kurt advised Peter, who was looking at him weirdly.

"To cut it short, never ditch her on a date to fight the brotherhood, or when to see a friend at a game." Kurt added.

"Well now that your all here bub's, let's get to work" Logan said to them from the observation deck.

"Web-head I'm counting on you to keep half pint here safe, watch her 24/7 during this simulation, or else!" Logan warned Peter who gulped. Kitty rolled her eye's as she could take care off her self, she was rather grateful that Peter wasn't as over protective as Logan was. Although he was like a father to her.

The simulation began and they all found them against 6 giant robots ( similar to the sentinels except their colours are blue and yellow). They all each waited for the group to make a move.

"Okay, we each pair up to take down 2 of those bots each. The pairs will be Kurt and Rouge, Me and Jean, Peter and Kitty. Evan can provide cover fire on the move for each one of us!" Scott ordered. Before they leapt into action, Peter created a web-shield for Evan. A round one similar to the First Avengers.

"Might want to hold on to this while your riding, so you don't get shot, again" He said to Evan. He nodded and took the shield, Peter added handles to it so it would be easier for Evan to get a grip on it.

* * *

-With Peter & Kitty-

They both shot off towards the two machines and Peter started to shoot web balls at them. each one automatically expanding at their hit points. The bots started to open fire at the pair, missiles followed the laser blasts as Peter and Kitty got knocked off their feet's. Peter quickly made a web bed to soften Kitty's impact, while he used his Spider-Legs to grab onto the wall. Using his legs to his advantage, he web grabbed the next rocked and sent it flying to one of the bots torso, it created a massive dent in the armour as it took a couple of steps back.

"Kitty, hitch a ride!" He yelled over to Kitty, who just got up. He shoot out a web line towards her, stopping by a couple of inches away. She grabbed onto it and Peter retracted some of the line so she wouldn't have to run.

"Just wrap it round you, It'll make it easier for the both of us." he ordered. She did so, carefully without hurting her arms. She had to admit this was a much easier way than holding the rope. Peter did the same thing so it gave him another free arm to either swing or shoot.

His spider sense went off and he managed to doge the incoming blasts from one of the bots. Peter ran along side the wall, avoiding the passing missiles and rockets. He shot out a couple of webs at some of the exposed weapons. They overheated and exploded, making several systems to go critical. Peter used this chance to swing Kitty through it's chest. Once she passed through it's short circuiting chest, The whole thing started to explode. It caused a small explosion that knock both Peter and Kitty in the air. Peter caught him self with on of his legs. The smoke cleared and the Bot fell down, defeated. Kitty hanged safely thanks to the web round her.

'One down, one to go' Peter thought to himself. He dropped down to the ground and began running to the other bot.

"Kitty stay behind me, I'll handle this one, when I give the word, phase through it's head" he told her. Kitty nodded and took off the webbing around her. Peter jumped up onto the leg when it tried to stomp on him, he began running up it and managed to web up some of the projectiles that were either headed towards him or Kitty. During the run he readied his new claws and started slashing against torso. He managed to cut some wires that started to make the bot to go haywire. The bot started to fall down and Peter did a backflip of it and landed on the ground. Once the bot impacted the ground, Peter gave the word.

"Now!" he shouted. Kitty began running towards the, struggling to get up bot and phased through the head, disrupting some of the electronics there. Once she got out it started to flash on and off again until finally off. Peter dashed over to Kitty, with sweat coming down through his mask. Peter had to remove it so the mask didn't smell later.

"Well, that was _interesting _" he said. Kitty nodded and gave him a quick peak on the check.

"Hey, no making out you two!" Logan's voice bellowed from the deck above. Kitty and Peter blushed slightly before heading near the entrance.

* * *

-With Scott and jean-

Scott found him self stuck. When ever he made a run for it, one of the bots would start blasting him. He used his optic blasts to remove the rocket threat but had to move back when the lasers came. Jean found it difficult to hold her own as well.

"Jean got any ideas on what to do here?" He asked as he shot another rocket.

"Not really, just stand here and shoot until we hit a blind spot" She suggested.

"I've got a better idea. You reflect some of the missiles and rockets and then I'll blast them when they are stunned" Scott said. Jean nodded and when the next volley of rockets came. Jean concentrated her powers and reflected them at the bots. They took the full blow and got massive dents all around. Scott set his visor to nearly all the way up and delivered a powerful optic blast to each one of their heads. They both fell down shortly after their heads did and exploded.

"Nice job you two, now head back to the entrance, and do NOT make out!" Logan bellowed over the intercom.

Scott and Jean nodded at each over and made their way over to where Peter and Kitty already were.

* * *

-Kurt, Rogue and Evan-

Evan noticed that Jean, Scott and Kitty and Peter had finished on theirs and decided to help Kurt and Rouge. Kurt and Rogue were having a lot of trouble with theirs. Rogue the most since her power only works on organic beings. Kurt could really just teleport around, his kicks didn't do much to stun it. The only weapon that Rouge had was her gadgets, but she was equipped with stun grenades and net bombs, not really useful when facing bots like these. Just then, a load of bone spikes impacted on their left arms, only to brake by the armour on the two.

"Need a hand?" Evan joked as he skated in. Kurt and Rouge rolled their eyes as they rolled them self's away. Evan started to send bone spears at the weapons, managing to penetrate a few of them and caused them to overheat and retract.

"Rouge, use you nets to jam the weapons on it!" Evan ordered. Rouge nodded and used her aim to get a few hits. She found she only had two left. Kurt suddenly had an idea, when the next and final rocket came, he teleported onto it and held onto it as he teleported both him and the rocket _behind _the bots head. He teleported himself off as the rocket collided with the back of the bot's head. A massive hole was exposed as the robot started to fall down.

"Nice one Kurt, now to focus on the last death machine!" Evan yelled as he used Peter's shield to block some of the lasers. His shield was surprisingly strong as it only lost a few strings of webbing when the lasers hit it.

"Okay, Rouge use your stun grenades and aim for the optics. Kurt give her a lift." Evan ordered. Kurt teleported over to Rouge, who was readying her grenades. She gave him a thumbs up and Kurt teleported her by the shoulders. She took the pins out and threw them at the target. They both exploded on contact and the bot started to go haywire.

"Kurt you might want to get us down, like now!" Rouge said. Kurt nodded and teleported them both down. The bot started to go nuts and it even smacked it self in the face. Big mistake as it doesn't seem to know it's own strength as it knocked it's own head off. The three of them laughed a little at that before joining the others back at the entrance.

* * *

"How's your arm Kitty?" Peter asked his girlfriend as they exited the danger room.

"Well, it's been better but I'll live" She answered as she rubbed her elbow. She offered him a warm smile to prove that she was okay. Peter returned the smile as he took Kitty's hand in his. They were told that dinner was ready after the session.

"I'll go to get changed. meet you there Kitty?" he said. Kitty nodded and gave him a quick peak on the lips before walking off. With Peter rushing up the stars

Kitty walked into the dinning hall to see that they were all smirking at her.

"What?" she asked shyly.

"Where's your boyfriend sugar?" Rogue asked.

"He's gone to get changed, he said he'll be here" Kitty answered. They were all about to ask questions when a string of web impacted on the roof in a straight line. They all turned to see Peter crawling down the ceiling. They were all in a silence as he did.

"That's one way to shut you all up" He whispered to himself. He smiled at Kitty as he took the seat next to her. She smiled back as she passed over the cabbage. He looked at the others to find that they were staring at the web he shot out.

"Don't worry about the webbing it's dissolve in an hour. Just wanted to make sure no one bothers Kitty" He said to them. Logan let out a small grunt as he figured that Peter would listen to reason. Kitty blushed slightly which caused the others to snicker. Scott was the loudest and most noticeable.

"I don't see why your laughing Scott, you and Jean must have been making out in your room 24/7" Peter pointed out.

"We so do not make-out 24/7" Jean countered.

"I can tell by the way your lips are swollen and the way that your looking at each over" Peter added with a smirk. They all laughed as Jean and Scott blushed in embarrassment. Charles, who was at the other end of the table chuckled slightly.

"Well it would seem that things are going smoothly since last nights incident. A new couple to add to the teasing list" Logan spoke. Peter and Kitty sent him a glare, which made him shut up surprisingly. Logan sent a glare at the others, who were close to laughter.

"Wouldn't recommend it Logan" Peter said to him.

"Alright enough about that. Web head, meet me at the Danger Room after Dinner sharply". He told Peter. Peter had a feeling what he was on about and knew that he had a fighting chance against him if it happened.

* * *

-Later in the danger room-.

Peter was walking into the room in his full Spider-man costume. Kitty was out with the girls for a 'girls' night out. So it left Peter to worry about what Logan was up to. He found the room to be dark as his night vision kicked in. Everything went blue as he could see the room in perfect detail. He was able to see Logan there with both his claws out. Logan had his own enhanced vision and was aware of Peter's new powers. he didn't say a word, instead charged at him with his claws in front of him. Peter jumped out of the way and launched his feet into Logan's back, sending him flying in to the wall. Logan then charged at Peter again, only to get kicked in the face, and to be impaled at the legs and thrown harder at the wall. Peter was fully aware of Logan's extremely fast healing factor. And because of that he didn't have to hold back. He saw that Logan was struggling a bit as his leg healed lightning fast.

Peter grabbed him from a distance with his organic webbing and started to smash Logan into the ground. ( Like Hulk did with Loki in the avengers). He could see that Logan had a small nose bleed that recovered before the blood went down fully. He dropped Logan on the ground as he got slightly board with all the smashing, besides that's some one else's job.

Logan got up, clearly impressed by Peter's new powers. " Not bad, but it'll take more than that to protect Kitty, no wonder you couldn't protect Gwen" He taunted. This caused something in Peter to snap as he charged at Logan angrily, this surprised him a lot, he only intended to get Peter off guard, but this he didn't expect.

Peter felt fuelled with rage as flashes of that day came crossing across his mind. Gwen's fall, the emotions he felt, the blood that was spilt on his hand. Everything. The rage he's currently experiencing is nothing compared to when he saw Kitty being attack by Lance, but it was still enough to surprise_ The_ Wolverine .He struck his knee into Logan's gut hard enough to make him cough out blood, to top it up he sent a mighty uppercut to Logan's jaw, surprisingly cracking it slightly despite it being made of a super dense metal. Logan was thrown back but could never get the chance to say anything as Peter impaled Logan in the chest and legs and started to punch him in the face. The legs missed Logan's bones by mere inches but it still made Logan grunt out in pain.

Peter managed to calm down easier than expected and dropped Logan down on the floor. While he was getting up and healing Peter let out a warning.

"I think we both know that I'm more than capable of protecting Kitty. Do your self a favour and don't go back to any of my previous loved one deaths or else!" he threatened coldly. Logan was left speech less. All he wanted to do was see if Peter was enough to protect Kitty and he got more than he asked for. Peter turned his back to Logan and made his way over to the elevator. Logan was worried slightly about Peters actions lately, he was told by Fury that he isn't the type to beat people to near death, even when he is reminded of painful memory's. He was told that he doesn't get aggressive quickly when stuff like that happens to him, not that Logan blames him for it. Fury or so added that Peter would make stupid wisecracks in a fight to hide his pain, but now he is now revealing it as he fights. Of course Fury revealed to Logan that he knew that Peter moved to Bayville and it was his job to keep an eye on him, in case he had to use his back-up plan, sadly that was classified information.

'I think I have to see Chuck later' Logan thought to him self as he walked to the elevator.

* * *

-With the girls at the mall-

Kitty was currently going through the mall with Jean and Rouge for a girls night out. Very often they would ask questions about her and Peter and they were starting to get on her nerves. It's not like anyone asked about Jean and Scott. She wished that Peter was with her now but she knew that Logan wanted to see him, although _want _might be a overstatement since It's Logan she was talking about.

Kitty smiled slightly thinking about Peter, the way he kisses, the way he looks at her and the way he smiles at her is enough to make her blush randomly. She didn't realise that she was, until Jean started giggling.

Kitty just rolled her eyes as she shushed, but only got Rouge to start giggling as well.

"I say girl, you've got more for him than you did for Lance, I don't need to be a mind reader for that information." Rogue said to her. Kitty frowned at the mention of her Ex-boyfriend. The very same person who tried to kill both her and Peter without mercy, which failed completely by her new and better boyfriend. She felt like she was the luckiest girl at the moment for having a great guy like Peter who promises to defend her, she promises to defend him as well to keep them even with each over.

They carried on walking around when they bumped into the very last set of people that Kitty wanted to see. The brotherhood minus Lance. The girls tensed up as the brotherhood glared at them, mostly at Kitty.

"I don't suppose that your going to let us past are you" jean said, it wasn't much of a question more of a confirmation.

"Yea that's right, later you are all going to pay for what you did to us and Lance. Especially you and Peter!" Wanda pointed to Kitty who wasn't surprised but was still scared at this. A crowed was starting to gather round as the tension grew worse. Rouge acted quickly and took the girls to the exits and to the X-van.

"Might want to hold on girls!" She shouted as she pushed her feet into the peddle and shot off. They all could hear the brotherhoods taunts as their distance grew until they got out of hearing range.

" Thank god, what now?" Kitty asked worried that the brother hood might go after them in the night.

"Don't know, their not stupid enough to go after us tonight or now because of the circumstances." Jean stated. The rest of the journey was silent until they reached the institute. They all walked in to see a slightly limping Logan walk past. They were about to ask what happened to him but Logan cut them of.

"Don't ask. Just seeing if Peter was good enough and he is more than enough" He started. They were all surprised by this, they knew that Peter had gotten stronger, but enough to make Logan limp slightly was scary. Kitty wasn't sure if she should be amazed or afraid of this. Logan walked of to were ever he was going, leaving the girls stunned.

"Okay, let me get this straight. Peter beats the living s**t out of Lance and now he manages to make Logan limp, single handily. " Rogue gotten straight. Still not believing it. Jean and Kitty nodded in agreement.

* * *

Peter was hanging upside down at the Living room, tinkering with his old web shooters, he often did this when he was board or stressed. He made some new improvements to it's design. It can now fire Taser webs thanks to the equipment in the lab, He added his spider-tracers into a cartridge on the bottom on the shooter and he added some prehensile technology into it. ( Like the Mk 42 Iron Man suit.). He was so busy tinkering with them that he didn't notice the girls come in.

"Doesn't that make you like sick of something Peter?" Kitty's voice asked. Peter looked in surprised that he lost his concentration, this made him fall onto the hard ground on his back.

"Ow" he moaned. Rouge and jean laughed slightly while Kitty looked at him concerned. Peter threw her a reassuring smile .

"I've been worse, like the time I got sent into 6, 50 story buildings. I got put into a coma for 6 and a half months, I had to say that the fight got out of hand and that people started getting crossed in the crossfire ." Peter told her while smiling slightly. Kitty gave him a bit of a look but smiled back.

Peter got up on his feet and gave her a kiss on the lips, she returned the kiss and wrapped her arms round his neck. Jean and Rogue decided to split before things got more disgusting. Peter wrapped his arms round Kitty's waist as their kiss grew with more passion. Eventually they pulled away for air and sat down by the fire.

"It doesn't make me sick when I'm hanging upside down, although it did at first you get used to it." Peter answered her early question. Kitty really didn't say anything to that as she snuggled up to Peter's chest, hearing his heart beat. Peter looked at the clock and it read 8:54.

'Times fly's when you are having the time of your life' Peter thought to himself. He noticed that Kitty had drifted off to sleep. Peter smiled down at her as she snored softly, he kissed the top of her forehead before picking her up bridle style. She started moving around to get comfortable around him in her sleep. Peter started carrying her to her room, along the way he got passed by giggles and smirks by the passing locals, in return he sent a glare at them that said 'One word and your dead'. They all carried on, minding there own business as Peter carried Kitty up the stairs.

He reached Kitty's room and gently kicked it open, since his hands were preoccupied with holding the sleeping Kitty. He took a moment to notice that Kitty had placed some Spider-man posters around the room, each with his own signature on it.

'Since when did I sign posters?' Peter thought as he placed Kitty under the covers on her bed. he noticed at the corner of his eye that her left eye was slightly open.

"You still awake?" he asked, knowing the answered. She sat up as she fully opened her eyes.

"Well yes. Guilty as charged" She said jokingly, which caused him to smile at her.

"Well if you need a lawyer, then give Dear Devil a call and see what he can do" Peter added. Kitty had heard about Dear Devil, that he and Peter teamed up once in a while, they seemed to get along fine as they worked fine.

Peter remembered something that he wanted to give her a while ago, and because of the modifications he added to it, it would be more of a proper gift. He knew it would be weird since they were only a couple today but he wanted to help her in combat and to make it less painful, especially when she stretches .

"Hey Kitty I have something for you" Peter started, he reached into his pocket and pulled out something wrapped up. Kitty was surprised at this and hastily took it. She opened it slowly and saw that it was a pair of web shooters with plenty of cartridges, Peter had coloured them in yellow and black ( like her costume colours in the ultimate's, when they first teamed up together) .

"I figured that I could help you in combat by giving you a pair of modified web shooters. These are my old ones, but because I have organic webbing, I don't need it anymore. I used the lab's equipment to make some modifications to the web shooter it self. I've added some Taser webs to it, devices I call Spider-tracers that allow you to track a stolen vehicle. The tracers are linked to my Spider sense and a little electronic compass I added. To top it up I added something that's called, prehensile technology. Its known as the ' call and response' system, that splits the web shooters into smaller pieces and come's to you at your command. " Peter explained.

Kitty was amazed that her boyfriend had done something for her already as a couple. Lance never got her anything, except flowers and they got boring over time.

"You didn't have to, I mean you know that I can take care of my self Peter, but thank you" She thanked him as she pulled him over for a thank you kiss. She wrapped her arms round him as he placed his hands on her check and kissed back.

" I didn't have to, I wanted to, since your arms hurt when stretching too much, it would be worse in a fight" Peter said. Kitty frowned slightly as she felt like he was being over protective. She didn't really blame him, because of what he's been through, but _at least_ he _actually showed_ his concern unlike Lance. A stray of thought accord to her as she thought about her own powers.

"Um Peter, not that I don't appreciate this or anything, but won't I like phase through this and disable this by accident?" Kitty asked. Peter wondered when she was going to ask this question, true she normally would, but Peter found a way around that obstacle.

"You won't, as they are made of a special alloy that is slightly thicker than lead, your weakness is objects of high density yes?, well this is made of a high density alloy so you wouldn't be able to put a finger in there and disable it. To add you won't get any types of poison like lead " Peter answered. Kitty was impressed by his intelligence and found it, ironic that she happened to be dating a geek like her.

"When did you get the posters?" Peter asked as he pointed to the posters stuck on the wall.

"Oh, lets just say there was a store near by that sold these when you first appeared, I almost imminently brought every one there was, since I thought you were cute then" Kitty answered with a small blush on her checks. Peter noticed that there was one that had his black suit on it.

"Even when I had _that_ on me?" he asked sternly as it happened to be the same suit that tried to take over his entire life and turn him into a monster.

"Umm sort of, I thought that something was odd with you when you had that costume on it, why?" Kitty asked nervously.

"That costume, is not a costume, it is a symbiote. A being that tried to take over my life and make me become one with it. It greatly enhanced my powers, I felt good in every way. But it started to turn me into a monster, I had to get rid of it, it nearly cost me my life once I did" Peter answered with a cold shiver going down as he remembered. Kitty felt ashamed but knew that Peter wouldn't blame her, she torn down the poster and gave it to Peter, seeing what he should do with it.

As Peter looked at it, flashes of his greatest enemy, Venom started going around his head as he remembered his battles with the poison in his life. He savagely tore the poster and gently threw the poster in the bin. He slowly turned to Kitty and smiled at her gently, telling her it was okay and he was not going to burst. She smiled back gently as she walked over to him and caressed his cheek.

"You know, I was surprised to see that you worked for that lunatic Jameson at the daily bugle, who had made it his life to get followers against you" Kitty pointed out, changing the subject.

"Well, it does help the bills at home" Peter told her. Then a thought accord to Peter as he remembered his Aunt may. She was coming back tomorrow and he hadn't thought about what to do when she does.

Kitty read the expression on his face and became concerned again. " What's wrong" She asked.

"My Aunt. She's going to be at home tomorrow and I don't know what to do when she does. I mean I can't just drag her here, I'll be kidnaping her" Peter said to her, he was about to speck again but was silenced by Kitty's index finger on his lips.

"Hey like chill out, we can handle that in the morning, besides we've had a long day and we just recovered today, so try to get some sleep okay, for me?" Kitty begged as she gave him kitty eyes, which made Peter lose the will to argue.

"Fine okay, since I said that I will go out when my Aunt gets here" Peter said to her. Kitty beamed at him and gave him a kiss on the lips. Peter returned the kiss and wrapped his arms around her smooth waist. Kitty placed her hands on his shoulders as she deepened the kiss along with him. Kitty started pointing her tongue against his lips for a silent question. Peter gave her a silent answer by opening his mouth and moaned slightly as her tongue roomed around inside of his mouth. They were so deep in the kiss that they didn't hear the sound that Kurt makes when he teleports, of course Peter's sonar hairs picked up the smell as he did.

"Ops sorry guys, can you two hide me quickly from Amanda, she's chasing me?." Kurt asked innocently. Peter and Kitty both let out a sigh and decided to hide him, despite the circumstances.

"Where is she then Kurt?" Peter asked with clear annoyance.

"Well, lets just say she's down the hall out side this door" Kurt answered. Peter let out another sigh as he grabbed Kurt and took him to the top of the institute.

"Thanks, why didn't I think of that?" Kurt asked himself. Peter didn't answer his question and headed back down to Kitty's room. Where Amanda was questioning Kitty, rather loudly as Peter heard it from where he dropped Kurt off.

"Seriously Kitty!. Where is he, I'm going to kill him, for ditching me Twice on our last two dates!" Amanda bellowed. Kitty acted calm and was surprised by Amanda's tone at the same time.

"I don't know Amanda, try Rouge or someone?" Kitty suggested. Amanda ignored her as she saw Peter crawl in, she didn't recognise him and panicked.

"Who... is that?" She asked with a tint of fear. Kitty held in a giggle from her behaviour at Peter.

"I'm Adolf Hitler, here to kill you and take over your...It's Peter Parker aka The _truly_ Amazing Spider-man, who do you think I am?" Peter told her jokingly, which caused both of the girls to laugh. Peter was quite surprised, as _no one _actually laughs at his jokes, including Felicia, who has this thing for trying to seduce him.

"Wow, your _the _Spider-man?" Amanda asked energetically.

"Yes, why?" Peter asked simply.

"It's just that, I never noticed that you had those, things" Amanda said pointing to the extra legs and claws, that Peter had revealed by accident.

"Oh, right I gained them yesterday, or rather last night." Peter told her. Amanda was slightly shocked.

"Anyway, don't get any ideas since I'm, already taken." Peter said as he proudly made his way over to Kitty and took her hand in his. Kitty blushed and smiled at him as he did.

"Figured you'd be taken. Doesn't matter, since the Blue Elf is with me I'm afraid." Amanda said to him, with a joking attitude when she mentioned Kurt. Her face turned serious shortly though when she mentioned him.

"Where is he anyway?" She asked demandingly. Peter just simply shrugged his shoulders as he pointed up to the celling.

"On the top of the institute, might wanted to grab some sticky gloves if I were you" Peter answered her. Amanda realised that Peter was the reason Kurt was on the top of the institute pretty quickly.

"Why did you help him!?" Amanda asked harshly. Peter and Kitty smirked slightly as they shrugged their shoulders. Amanda did something Peter saw coming, she slapped him round the face, well nearly, Peter simply sidestepped out of the way with his eye's closed, before it impacted his cheek. Amanda looked amazed and stunned at the same time as she stumbled slightly.

"How did you?" She asked.

"Kind of saw that coming" Peter simply said. Amanda sent a glare at him before exiting the room.

"How long until he stops being a chicken and goes to her?" Peter asked Kitty who was facing him.

"Umm, about another day or so. Kurt totally, likes to take his time." Kitty answered him. Peter checked the time on the nearby, it was getting late, the others would have been asleep by now.

'Well except for Kurt since he's being hunted down by Amanda, does she even sleep over here?' Peter thought to himself. He shrugged of the thought and redirected his attention to Kitty, who was yawning slightly.

"So Kitty, night?" He asked shyly.

"Night" Kitty replied. They both sheared one last kiss before Peter went of to his own room.

* * *

Kitty climbed into bed, with many thoughts going through her head off recent events.

'I better not wake up in the morning to find myself back in the med bays and what I had just experienced was a dream.' Kitty thought as she closed her eyes.

A few minutes later she found her self getting warm, like when people ( or mutants in this case) have nightmares. She couldn't help but think that she's been there before.

She found her self again in a abandoned warehouse, she expected to find Lance like before but something was different, the atmosphere had gotten cold, like _really_ cold. She looked over the corner to find a common thug, wimping in fear. She was confused by this, until she noticed a dark shadow approach the figure. She watched in horror as the dark shadow started to give the figure the beating of his life, he clearly showed no mercy, as she could hear the loud sounds of bones breaking. She heard a dark, angry voice speck that sounded familiar, but she couldn't make it out as she was terrified.

"YOU DID THIS!, YOU WERE THE ONE WHO MUDERED THAT GREAT AND LOVED MAN. AND YOU MURDERED HIM OVER A CAR!" The voice bellowed as he delivered more hard punches. The figure started to cough out more and more blood as he was being torn apart. Kitty would have done something but she couldn't do that since it was a dream, a nightmare. But she felt like that this was... familiar.

As the figure started to back away weakly, she was able to get a good look at the dark shadow and couldn't believe what she saw. It was Peter, in his spider-man costume with a vengeance.

'wait that means. This is when his uncle... oh no' Kitty realised. 'Peter' had gotten close to the figure, who was supposing his uncles killer, he grabbed him by the collar and smashed him through the window, while hanging onto him. Down below were the police, they had their weapons ready and had a spot light on them.

Kitty focused her attention to Peter, he literary ripped off the figures mask and from what Kitty could tell, Peter felt like he had been shot.

"no... It can't be you. NO It can't BE!" Peter yelled as he looked at the figure. The figure managed to get a lucky swipe at Peter, who held in his scream because of his emotions going crazy. Kitty started crying from what she was seeing here.

"It can't be. YOU WILL PAY FOR TAKING AWAY BEN PARKER'S LIFE!" Peter yelled again as he punched the figure down the window. As he fell, Peter webbed up his feet to stop the fall at the last minute.

"but he wouldn't approve. as he said, with great power, comes great responsibility" Peter said to him self in a _very_ weak voice. Kitty couldn't help but fall onto her knees as she cried her heart out from all this.

* * *

"Kitty. Kitty!" A voice came, her vision was blurry as first, but she could make out a male shape near her. Her vision fully cleared to see Peter kneeing close by, holding her hand in his.

"Peter?" She asked as she sat. She let out a small squeal as he hugged her tightly.

"Thank god. You were making noises and crying for a while, that I'm surprised to see that no one else has noticed." Peter said. He started stroking her back softly.

"I... had a nightmare. About the night you uncle... died" She told him weakly. She could feel him tense up slightly at her words.

"Funny enough I just had a nightmare about the night your parent's... chucked you out" Peter told her. It was her turn to tense up from his words.

"How is it by co-incidence that we had a nightmare of our worst nights?" Kitty asked quietly.

"I don't know... but we can find out. Together." Peter reassured her.

"Come on, let's get you tucked in." Peter added. Kitty layed down on her back as Peter moved the covers on top of her. He gave her a quick kiss on her forehead and turned to leave When Kitty spoke.

"Wait!. Peter can you sleep with me tonight, I need you in this moments. Please?" Kitty asked. Peter turned to look at her in the eyes, which were red from her tears. Peter understood her needs in this circumstances. Her going through his memory is a lot to take in. He didn't give it a second thought as he was aware that he could be breaking many, many rules. But he didn't care.

"Sure thing" He said to her. Kitty beamed at him, she started to move over to make some room for him. Peter stripped down to his boxers and got into bed with Kitty. He wrapped an arm around her waist and she moved closer to him, so she could place her head on his chest.

"Good, night Kit-" Peter started but Kitty cut him off.

"It's Katherine. Night" She said to him. Peter tugged on a smile, as he was pretty sure that no one else here, knows her real name.

"Good night. Katherine" he replied. He kiss her on the lips before going to sleep.

_**Finished at last. **_ **_Hope you all like that chapter. Please Read& Review this. How is it that Peter and kitty happen to have a nightmare about each over's worst memory ?. You will find out in future chapters. It felt like the right time for these two to get together._**

_**For the future I will have Peter facing against some of his old 'friends'. Charles and Logan will see why Peter had all of a sudden gotten more aggressive and magneto will appear soon. But for the next chapter will be Peter's aunt coming back and you will see how she reacts.**_

_**Just to let you know that, anamantium is not indestructible, just a super dense metal. **_


	5. Chapter 5

_**Family reunion. Quick note, Should I start calling Kitty, Katharine ?. Which one is best? .so far only Peter knows Kitty's real name, not even Kurt knows. Quick question before you read this chapter. Should I include the Sirens in one chapter?. I am very sorry for the delay, this has taken me longer than I though I had to edit some parts of this story and I hope that you enjoy this.**_

Peter woke up the next morning, feeling more awaken then before in his life. He slowly opened his eyes as he woke up and was joyed to see that he was still in Katharine's room .He raised his head up slightly to find Katharine still asleep on his chest. She looked like angel to him as her hair was covering most of her face. He smiled down gently at her, he lowered his head down and pressed his lips on the top of Katharine's head for a brief second. As soon as he raised his head back up, he felt two soft arms go around his neck. Peter looked down again to see Katharine, her head still resting on his chest, looking up at his with a smile.

"Morning Katharine, good sleep?" Peter asked with a smile.

"Morning Peter and yes the best sleep I've had for a long time" Kitty answered, she reached over and pressed her lips on his check for a swift but smooth kiss.

"I suppose that we should get up in-case Kurt has to get us for another DR session, trust me I do not want to smell him when he teleports both in and out of a room." Peter told her. She knew he had a point, very often before, she and Lance would be on the phone to each over till a time like 1:30 in the morning and Kurt would always be the one to get her for the session, she had to get air freshener once when she was late for two Danger Room sessions in a row.

"Plus I like don't want to explain why I asked you to sleep with me last night, since that was technically breaking the rules Peter." Katharine said as she slowly started to rise of his chest, leaving the warm, safe spot regrettably.

"Well what sort of boyfriend would I have been if I didn't comfort my own girlfriend. I'm a little concerned about _how _we ended up experiencing each over's worst memories last night" Peter told her.

'I'm just hoping it was a one time event' Peter thought to himself. Oddly though, Katharine heard it in her head.

'Did I just hear Peter's voice in my head?' Katharine asked herself. To make things more confusing, Peter heard what she thought in his head. The confused expression on his face meant Katharine knew what he was thinking.

"Okay, this is weird" he said out loud. Before either the pair could say anything, Kurt teleported in the room and Katharine reacted suddenly and _leapt _onto the wall and stuck there.

"What the heck Kurt!" She busted, not noticing that she was on the celling like when Peter does. The two males stood in shock and great confusion as she just hanged there, on the celling.

"Um Kitty. Don't panic, but your on the celling, upside down" Kurt said to her. Katharine got a horrified expression on her face when she looked down and started screaming.

"Help. Like someone get me down!" She screamed as she started fidgeting around. Peter calmly crawled up the wall, he made his way over to Katharine who was still panicking. He gently touched her on the arm which calmed her down.

"Shushhhhh. Easy Katharine, Take it easy let me help you get down. I'll lower you down carefully over the bed so if I slip, you'll have a softer landing for the impact." Peter assured her. Kurt looked at Peter at surprise as Peter called Kitty by her real name, Kurt didn't even know that was even her real name and they've been best friends since the beginning. That gave Kurt a good image on their relationship with each over, he resisted the smile that would have came if not of the circumstances.

"O...Okay, just like take it easy Peter" Kitty said to him nervously. Peter smiled at her as he carefully guided her to the top of the bed, slowly she dropped her feet in the air still keeping her hands on.

"Easy, easy now" Peter said to her as he got into a position where he was just on his hands on the celling. Katharine, shaking slightly, dropped one hand down and tensed up as she did.

"Don't worry I've got you Katharine, just drop your other hand and I'll let you down slowly onto the bed" Peter reassured her. Katharine was still unsure but she trusted Peter with her life and nodded. She let go of the celling and Peter lowered her down gently onto the bed covers, he let go once her body was close enough. Peter was about to jump down, when the door suddenly opened, the others dashed in with confused/ irritated looks on their faces as they walked into the room

"Guy's who was it who screamed?" Scott asked with clear annoyance in his voice, he just had a nice make out session with Jean until the scream came along.

"Let's just say that there was a sticky situation involving both me and Katharine here. Basically she got stuck to the celling like I do." Peter explained as he landed on his feet. They were all surprised by this and never got to ask what could have been question, as Charles spoke.

"Just as I feared. You two, I need you to come with me to my office with Logan and Scott. The rest of you can get back to what ever it was you were doing" He spoke. They all looked at each over before shrugging their shoulders before heading off to where they were headed before.

Peter, Katharine, Logan and Scott followed Charles to his office, once they got there, Charles directed his attention to Peter and Katharine.

"What happened in there?" He asked in his usual calm voice. Peter didn't exactly know how to answer it, since he knew he couldn't lie to Charles since he's a mind reader. He figured that he might as well tell the truth and hope that he understands the circumstances.

"Well last night we both had nightmares. They were both about our worst memories, this is the weird part thought. My nightmare was the night that Katharine's parents discovered that she was a mutant and threw her onto the streets. Katharine's nightmare was about the night my...uncle died and the time at the warehouse. I walked into Katharine's room after I had and saw that she was crying from my memory, not that I blame her. She needed my comfort and I understand that so I slept with her for the night. To top it off in the morning she reacted odd to when Kurt teleported in and stuck to the celling like I usually do. And I heard her voice in my head." Peter explained, keeping his head down in shame since he broke quite a bit of rules .

"I understand that Peter, but that is not why you two are here. It's about Kitty or Katharine's little incident earlier. Don't worry your not in trouble either of you, your just here so we can explain something's that might make things clearer. You see, after the construction sight fight, what ever Lance did to you Kitty, it made you lose a lot of blood, anymore than you would have certainly would not have made it, which was close since no one has the same blood type as you. However there was one person who did though. We had our worries since Mr Parker's blood still contains the radiation from the spider-bite, encase you could have mutated because of it. We didn't have a choice however since Mr Parkers was the only one with the same blood type as you. The effects now seem to be only that you have gained his powers with out his extra ones that came from the X-gene." Charles explained. Everyone (except Charles) was left shocked and surprised by the news. Peter felt very worry since the radiation could have killed Katharine, it was only luck that pulled her through it.

"I... could have killed her" he whispered to himself.

"But how does that explain why we can like all of a sudden hear each over's voices in our heads Professor?" Kitty asked worried even more.

"Although this is a new development, we have come to believe that thanks to the combination of the blood transfusion and extra-sensory powers has forged a physic link between you two. It is a link far stronger than anything I have ever encountered." Charles explained.

"Extra-sensory powers?" Katharine wondered even more confused.

"It my Spider-sense basically, part of the reason I can dodge automatic fire and thrown cars. I get a tingling sensation at the back of my skull which alerts me to any incoming danger. You won't recognise it but it's instinctive so you know instantly." Peter told her, this made her understand more as she took in the information.

'_Well that explains a lot don't you think Katharine?' _Peter asked Katharine through their new link.

'_ Yea it does, suppose that I can take Mr Logan on a arm wrestle and win with ease can't I?'_ She wondered in the link.

'_Love to see that, imagine the look on his face when you do'_ He said to her, they both gave each over a smirk before laughing slightly. Charles smiled at the pair before clearing his throat, getting the pairs attention.

"It's nice to see that you have taken this rather calmly, but you may need to learn to multitask as other's may think of this as being rude." He said to the blushing couple.

"Sorry just got a little lost in the moment there." Peter said to them as he back away slightly.

"Well then with that out of the way, I believe that we should focus on a little more on the more serious problem Peter. Your Aunt May will be coming back today." Charles reminded Peter, which froze him on the spot.

'Snap haven't thought about that yet'. Peter thought to himself.

'Peter don't worry we'll sort it out okay?' Katharine assured him through the link.

'I know, it's just how will she take the news though?'. Peter asked more to himself though.

"I know your very worried about how she will take the news about all this, I understand that. I've come up with a slight plan that should work. What we'll do is, take both you and Kitty to the Manhattan Airport. Me, Scott and Logan will wait for you three in the limo while you talk to her. I believe it is a good idea to take Kitty with you to show your Aunt what a good path your life has lead to due to your powers and what you have gained. Make sure that you don't give too much details in pubic incase someone overhears you. " Charles explained to Peter. Peter was unsure of this but didn't really have a better idea at the moment.

"Okay, she's expected to be back at half past four this afternoon." Peter spoke. Charles nodded.

"So that means we'll have to leave in a hour so we can get their in time by the limo. We cannot take the X-jet since it'll attract too much attentions to us." Charles said, he dismissed them except Logan.

"So like what now Peter?" Katharine asked as both her and Peter wandered down the corridors, not heading to a particular area.

"Well since we've got an hour till we have to go, I say we head to the Danger room. To get you some practice with your new abilities." Peter suggested.

"It's a date". Kitty smirked at him. They both walked to the lift and headed down to the DR. Thankfully there was no one using it so it was the perfect time to get some practise. They decided to leave it as it was since they didn't have authorisation to use the controls at the observation deck above.

"Got your web shooter's with you Katharine?" Peter asked her as he walked into the centre of the room and faced her. She answered by mentally commanding the web shooter's, the pieces appeared out of her pocket and started forming into the shapes on her wrists.

"Like yes why?" She asked, he didn't really answer as he shot a ball of sticky webbing at her, her body reacted instantly by bending back, far beyond a normal human could have and missed the web by a hair.

"Whoa!. I've never bended like that before, it felt like my mind was instructing me to bend over instantly" Katharine said in disbelieve.

"It's useful when you have super agility and a spider-sense." Peter pointed out with a slight smirk on. She retaliated his earlier shot by shooting a couple more web balls at Peter, who had a bit of a hard time avoiding them.

"Not only- does it- guide your body-it guides your aim and webbing- so I can-web swing with my- eyes closed." Peter told her as he dodged Katharine's webbing. Katharine tested out her new Taser webbing and managed to get Peter in the abdomen, she set in to low voltage so it wouldn't be fatal, Peter countered by slashing the webbing of him, then by leaping towards her, twisting his body around the next set of web ball. Peter had the advantage of this training session, since he doesn't run out of webbing ( although the strength of the webbing depends on the users condition), Katharine on the other hand would have to refill her web shooters eventually, although her phasing abilities gives her an edge.

Katharine quickly phased through the ground just as Peter landed near her, she appeared behind him and tackled him to the ground. They both rolled over the floor, catching each overs lips a few times as they did They stopped rolling on the floor with Katharine straddling his hips. Both had sweat dripping down their foreheads as they caught their breaths.

"You done yet?" She asked with a daring look on her face, asking for a challenge. Peter still had plenty of energy left and answered by wrapping his legs around Katharine's waist, he thrusted up with his hands and back flipped her off. She acted quickly and bounced off the wall and onto her feet. Seeing that Peter was still in mid air, she jumped high into the air and started throwing him punches.

"Lesson number 1 while fighting Peter. Like never hold back" She told him as they continued to fight in mid air and descended to the ground.

"Since when did I ever need a fighting lesson Katharine?" He wondered as he ran up the walls away from Katharine's shots.

"Since your first Danger Room session I can tell you hold back a lot in a fight. Even when you are like fighting a robot that doesn't really have a life." Katharine explained as she quickly refilled her web shooters.

"Well it would have been too easy then, besides I wanted you all to see what I could do at the time" Peter sent back as he started running on the walls with his spider-legs and shooting his own webbing in nets. Katharine merely passed through them as they landed harmlessly on the ground, giving Peter the chance to tackle her to the ground, with him straddling her hips.

"You know you could just phase your self out now"

"Where's the fun in that, we've only got so long, so why spoil the fun?" She said to him. He smirked lightly as he bended down near her ear, she blushed more as she could feel his hot breath against her cheek.

"The fun hasn't even started yet" He whispered to her. She placed her hands on his face and brought it over by hers and pressed her lips on his. She pushed her self on her elbows, so she could deepen the kiss. They both danced around with their tongues as they rolled around the floor of the danger room. Peter sat up straight and brought Katharine with him still keeping their lips locked together as he did.

_'Like has the fun already started now?_' Katharine asked through the link.

_'Pretty much'_ He answered her. Katharine started pushing her tongue against Peter's lips, asking for an entrance, he granted it and her tongue started free roaming inside of his mouth. He repeated her actions by doing the same thing. They both simultaneously moaned as they tasted each over's mouth and tongues. Peter then slipped his lips away and started invading Katharine's neck, she gasped out in surprise as he started sucking on her neck, leaving purple marks on her neck as he moved on to another spot. He found her pulse spot and concentrated on that point, he started off just by kissing it, then sucking it, making her jump a bit as the pain was rather surprising less than she guessed it would have been. He then ran his warm tongue against it, making Katharine dig her nails into Peter's back slightly, leaving a mark as she did. Peter winced slightly but ignored it as he was glad that she would have left a mark on him, leaving a message to any other girl close to him. Peter pulled away and admired what he had done to her. There were plenty of marks on her that would be enough to tell other men to keep their hands of her, since she now belongs to him. Katharine took the time as well to look at what she had down. She could see the slightly red marks on his back through his costume that she made her self.

They both stayed in their places for a few minutes catching their breaths as they looked at each over in the eyes.

_'Shall we get ready for the trip now?_' Peter asked her through the link.

_'Well we like might as well_.' She answered. Peter got back up and offered his hand to Katharine she took it and he helped her up. She gave him an sweet smile once she was back on her feet and he returned it.

_'We should do these practices more often don't you think_?' Peter asked at they both made their way to the lift.

_'Like we defiantly should since your powers are now officially the best here. Plus we get some time alone with out any of the others likely to bother us_.' She answered as she pushed a button and the lift started rising.

They both reached the ground floor and just as they exited, Kurt came in front in a buff of blue smoke.

"Oh there you are guys we've been looking for you two." He greeted them both.

"Why?" Katharine asked him.

"Just wondering where you guys were for the past 45 minutes" Kurt answered.

"I was just helping Katharine with her new abilities at the DR" Peter told Kurt.

"Why do you call her Katharine may I ask?" Kurt asked curiously.

"It's her real name, she told me last night" Peter simply answered.

"I'm surprised, I mean me and Kitty have been best friends since the beginning." Kurt said to him. Peter was wondering about that, how long had Katharine and Kurt been BFs.

Kurt teleported away before the pair could speck again, they looked at each over for a moment before shrugging their shoulders.

_'We may as well head to the garage then'_ Peter said to her through the link. Katharine nodded and took his hand in hers before leading him away. On the way to the garage they passed Jean and Rogue, the two girls that can't really get along with each over, arguing. When Peter and Katharine passed them, they _tried_ not to laugh but released a snicker. They excited the room before the girls could do anything to them.

_'Do they always argue?_' Peter wondered

_'Well like pretty much every day, if only some one could sort out their differences and make them actual friends before I hammer them myself_ ' Katharine joked, Peter just laughed at her little joke.

_'I'd pay good money to see that happen. Not that it will happen now that Jean's with Scott. I get the feeling that Rouge had a crush on Scott, am I correct_?' Peter asked as they neared the garage.

_'Yes you are, you didn't really need to be a genius to know that, unless your Scott who was like just plain clueless'_ Katharine replied.

'_Well I wouldn't say clueless. Well blind might be the more, accurate word in these circumstances_. ' Peter said.

The couple arrived at the garage, where Charles, Scott and Logan already were.

"Now that we're ready and here, we may get a move on. You may have to amuse your self's, as the journey will be a long one, just don't gross us out bubs or I'm kicking you out my self if I have to" Logan warned both Peter and Katharine, who just rolled their eyes.

Charles, Scott and Logon decided to take the front seats, thankfully there were three seats in the front and a sound prove, glass window so Peter and Katharine could enjoy each over's company with out disturbing Logan.

* * *

The first hour of the journey was quiet in both the front and the back of the limo. Katharine was resting her head on Peter's lap, looking up at him with a warm smile. Peter meanwhile was looking down at her with a smile as well, he occupied his hands with stroking her long hair, which was spread out, rather then in its usual ponytail. Scott was reading a book, although he was actually daydreaming about Jean. Logan was smoking another cigar and Charles was concentrating on both his driving and his telekinesis for the pedals, it was a little challenging since the smoke from Logan's cigar interfered often, despite them opening a window.

_'Like any idea how long left of the journey Peter_?' Katharine asked through the link.

_'Just another hour and a half. We could just speak regularly by the way , besides the glass is soundproof as well'_ Peter answered.

"Well if you like insist" Katharine replied, she raised her head up and snuggled closer to his chest hearing his heart beat. Peter rested his chin on top of Katharine's forehead and inhaled her intoxicating scent. Peter plus moved his arms around Katharine's waist keeping her close to him, this made Katharine feel both protected and warm by his hard, strong muscular chest. Peter took notice of the abs that Katharine had on her body, most likely from the blood transfusion.

"Have you had any changes lately?" Peter asked in curiosity. Katharine knew that he was on about her new powers.

"Well other than the increase in hunger, quite a bit. There are some up sides to it, I can tell when people are lying since I can listen to their heart beats. I can now get around the institute easier just by wall crawling. However I do find it hard to... hide my strength at times, since I broke the door handle earlier this morning." Katharine answered.

"Well eventually you'll get used to it, it took me months but with you it shouldn't take long at all" Peter told her.

"Like thanks for the encouragement Peter." Katharine thanked with sarcasm in her voice. He gently kissed the top of her head before resting back slightly, taking Katharine along with him. She squealed lightly as she fell back on him slightly, she turned to face him with her checks flushing red. Peter gave her a smirk, which resulted in Katharine hitting him playfully on the shoulder.

"Ow" Peter moaned as he mocked the pain, it was Katharine's turn to smirk, but only she changed it to a innocent face and gave him her kitty eyes.

"Your going to get that" Peter told her playfully. Peter leaped onto her and started ticking her sides. It took all of Katharine's willpower not to laugh uncontrollably, she did let out a couple of giggles however. Peter smirked at the sight and drove his hands in harder into her thighs. Katharine couldn't take it anymore since her checks were very red and she let out her laugh.

"Peter heehaw like stop it" She struggled to say as she was being playfully tortured.

"What's the magic word?" Peter asked with a devious grin on his face.

"Pre- pretty please?" Katharine begged. It seemed to work as Peter ended his assault, But as soon as he did though, Katharine leapt on him and started ticking his sides for a spot of revenge.

"Hay... no- fair... Kath- Katharine" Peter blurted out as he found it very hard to concentrate to speak. Katharine smirked down at her prey and leaned into his ear, letting him feel her hot breath against his check.

"Well like where's the fun in that Peter. A girls gotta have fun to you know" She whispered playfully in his ear, causing him to shiver. She lowered her head down to the crock of his neck and started laying down kisses. She removed her hands from his sides and placed them in his hair, twirling her fingers around with his brown locks. Peter flexed his head back slightly to give Katharine more room for her work. She bit into his skin slightly deep, nearly drawing blood causing Peter to moan out as he felt the pain/pleasure surge through him. Katharine continued and started sucking on his now wet neck, making purple marks behind as she did.

'_ Are we even now?' _Peter asked through the link, since it was easier then speaking aloud with this happing to him.

'_if you like say so' _Was the answered he got from Katharine. Peter was amazed that Charles hadn't be able to ease drop on their mental talk, either he had respect for their privacy or he couldn't since it's a more private link. Katharine gave his neck one last kiss before retracting her head to face him. She moved back a bit to give him more space to sit up. Peter sat up and took a peak out of the window, he could see that they just passed by Midtown High, only with a few parked cars there.

"I'd say we have about another 10 minutes till we arrive, judging by the fact we passed Midtown high. I must say, that went by

" Peter said to Katharine. She nodded and took a moment to examine the work she had done, she smiled at the results.

"I take it you did all that hard work on my neck as a sign right?" Peter asked as he placed a hand on the now rough marks left behind. Katharine just nodded and Peter smiled at her.

"Yea I like did, is that alright?" She asked nervously.

"Yep, I'm rather glad of this actually, since it'll keep other boy snatchers (girls) off me and tell them who I'm gladly with, more help is on my back with those long marks." He answered, causing Katharine to blush. She moved closer to Peter and layed her head on Peter's chest again, while Peter wrapped his arms round her waist as he spoke.

"I think my Aunt is going to like you" He said to her.

"Okay... has she given you 'the Talk' before?" Katharine asked shyly.

"Err no. At least not yet, how old are you any anyway?" Peter asked nervously back, since it was the sort of question he'd never ask.

"About 17 and a half, you?" She answered.

"Good old 18" Peter simply answered. They both sat in a rather nice silence for the rest of the journey. Eventually the Midtown airport came into sight and they were slightly early.

"Okay we've arrived" Peter announced to Katharine. Back at the front Scott was having a quick stretch, Logan was finishing off his cigar and Charles was finding a suitable parking space for the limo.

"Okay like I said earlier Logan you stay here with the limo on guard duty. The rest of us will go to pick up Aunt May." Charles said to the group Logan just moaned under his breath. Scott and Charles undid their seat belts and got out of the limo while Peter opened the door for Katharine in a gentlemen style.

'_ladies first'_ Peter thought to her. Katharine let out a giggle at that and took his hand once she got out of the limo. They both walked inside the airport along with Charles and Scott to the main reception. The lady there told them that the plane that May Parker was on, was about to land. They were lucky that Logan wasn't with them, since they had to go through the metal detectors and having an adamantium skeleton means that getting through airport security is a nightmare.

When they got to the waiting area, Scott said he was going to stretch his legs and offered to get Katharine and Peter a snack but they kindly refused. They sat down next to each over close to the window, watching the planes take off/land in each over's company. It wasn't long until the right plane arrived that had his Aunt on board. Both Peter and Katharine made their way over to meet her while she was heading to the entrance. What caught Peter's attention was that his Aunt was talking to a person who was in a black trench coat, a pair of gloves and combat boots and a eye patch ( It's not who you think it is by the way). They must have been having a funny conversation as his Aunt looked like she was going to burst out with laughter. He hadn't had time to come up with a way to greet her, so he decided by tapping by her shoulder.

"So how've you been then Aunt May" He greeted her as she turned around to face him. She looked at him with joy and ran into his arms and started squashing him.

"Peter my boy how have you been dear?" She asked in her usual joyful voice.

"I've been great actually, more then I ever have been in my life" Peter answered, mainly towards the smiling Katharine. When Aunt May pulled back she put on a confused look as she noticed the young brunette along side him.

"Peter dear, who is the young girl next to you?" She asked.

"Oh, right. Aunt May I would like you to meet Kitty Pryde, my girlfriend. Kitty meet Aunt may" Peter introduced them both.

"Girlfriend huh. I take it a lot happened while I was away?" Aunt may asked.

"Well I guess you could say that I can tell you a lot more in the limo" Peter answered.

"Limo dear?" May wondered she had never know Peter to have a limo.

"It's not mine, it belongs to a good friend. Professor Charles Xavier if you will" Peter told her. He took a look at the other guy and he received a nod from him.

"You are?" Peter asked nicely.

"Coulson. Phil" Phil answered. Peter swore he had heard the name before, but it didn't ring any bells in his head.

"I take it you and my Aunt here are old friends" Peter stated.

"I guess you could say that Peter. We were old sparing partners back in the day" Phil added, surprising both Peter and Katharine.

"Skiing partners Phil" May reminded him, causing him to chuckle a bit.

Phil checked his watch and told them that he had to go for a business meeting. Leaving it just the three there.

"Come on Aunt may, we've got some people we'd like you to meet" Peter said to May. She looked rather surprised but was assured when Peter placed his hand on her back, he gently lead her to Charles and Scott, with Katharine's hand in his free one.

'_I hope this goes well'_ Peter begged through the link.

'_Don't like worry it'll be fine, I've totally got your back'_ Katharine assured him making Peter smile happily at her.

'_Thanks Katharine your the best' _Peter thanked her making Katharine smile back at him. They arrived at the waiting room, where Charles and Scott were having a conversation. Peter cleared his throat and caught their attentions.

"Ah hello you must be May Parker. Peter has told us a lot about you. My name is Professor Charles Xavier of the Xavier institute in Bayville" Charles greeted him self, he offered her hand and she kindly shook it.

'Bayville, blimy that's a long way away' May thought to her self.

"Yes it is quite a long journey" Charles read her thoughts, surprising her completely. She almost fainted, until Peter flashed her a calm look.

"Don't worry, you'll get used to it. We'll explain more on the trip back" Peter told her, putting his hand on her shoulder. She had a confused look on her face but still nodded.

"So I guess we're all here now then. The names Scott Summers. Mrs May Parker" Scott greeted as he rose from his seat, he offered his hand to and May hesitated but still shock it. They then made their way to the car park, when they heard an explosion happen at the bank. The explosion caused the group to slip over onto the floor.

"Oh dear, what was that" May gasped.

"Must have been from the bank, I'm sure the cops are on it" Scott said to them, of course he meant Peter, who looked around the area for an ally way, so he could get changed into his spider-suit and found one opposite his Aunt.

'_Katharine, get her in the limo while I check it out' _Peter said to her in the link as he made his way over.

'_You sure you don't want me to like help_' Katharine asked.

_'Don't worry there's no need. I've been doing this for a long time now so it shouldn't take long'_ Peter assured her.

"Where's Peter gone?" May asked worried, as she hadn't notice her niece go into the ally way.

"Don't worry he's like gone to get help. Your niece is a very capable man May, so there's no need to worry about him" Katharine reassured her but she wasn't convinced completely, but she still went along with it and got in the back of the limo.

Peter got behind the billboard, to give him more privacy for when he got changed. Once he got on his mask, he spun out a web and swung his way to the smoking bank.

At the bank, the mercenary Shocker, came out with a bag full of money on his shoulder. He armed his gantlet's for the incoming police cars and was ready to blow them to oblivion.

"Ha!. Now this is a big score and with out a certain bug!. Shocker chanted to himself. Peter, perched on the building smirked to himself.

"Seems that things will never change" Peter said out loud, making the villain jump in surprise.

"What...you again this time I'll squash the bug!" Shocker shouted. He shot out an energy wave towards Peter, who dodged it with ease and began running down the building, with a trail of energy being shot at him. Peter shot out a ball of webbing at his gantlets, causing them to over heat and robust, distracting him long enough for Peter to give him a taste of his new found strength. However, Shocker seemed prepared as a fist slammed into the back of his head and sent him through the near by car.

Peter got up and turned to see Ox standing there in his exo-suit checking over Shocker, who's lenses were smashed in. His weapons were rendered useless by the webbing covering it.

"Howdy there partner, looks like we caught our self's a hard crook in the west, let's see if this old dog had learned some new tricks. " Ox taunted in his west voice. Peter smirked at him before taunting him over with his two middle fingers.

"Come and get me big boy. While I was away I've gotten some new tricks." Peter told him. Ox looked at him confused before charging over to Peter with his fist in the air. Peter flipped over the fist and sent his feet into the side of ox's armoured head. The kick cracked the helmet and sent Ox through a brick wall. Peter's smirk grew bigger until his Spider-sense went off. Peter turned to see that Shocker was charging towards him with both gantlets charging up, possibly to explode on contact. Peter ducked under his fists and sent his own into Shockers gut. The punch made Shocker double over and go out cold. With Shocker out of the way, Peter could focus on Ox, who was struggling to get up from Peter's kick. Peter took the chance to web up him up to his face and he left him hanging on a street pole near by. Ox tried to rip of the webbing but found it increasingly difficult than before. The cops came by and Peter quickly disappeared from sight before anything could have happened.

Peter swung back to the ally way, got changed and made his way to the limo where all the others were. They were all in the back, with Logan at the front at the wheel since Charles thought that he wasn't much of a social person. Peter took one look at his Aunt and knew that the journey back was going to be much longer than the one of the way to the airport. Katharine placed her hand on top of Peter's for support and flashed him a reassuring smile. Peter tugged a small thank you smile at the corner of his lips. He could feel his Aunt's look gaze at him and he knew that she was getting impatient with all the wait. So Peter took a deep breath and started going through what had happened two years ago. Starting from the science trip, the sider bite that gained him his powers and changed his life completely. Peter then moved on to how he was aware of the money problems and decided to help out by wrestling. He then got to the point when Uncle ben found the cash under the bed and they argued about it. As soon as Peter got to the part when he stormed off from the manger, he paused him self for a moment as he took a look at his Aunt. She looked like she was either shocked, surprised or angry but Peter couldn't really tell or blame her if she was mad.

Peter took another breath before continuing. He told his Aunt about the incident involving him and the manager when the thief came by and he didn't stop him when he could have done so. Peter then recalled Uncle Bens death to her Aunt and then said to her about what Peter did the next few hours, chasing down the killer. Finally Peter got up to the warehouse scene and described what Peter had done to the killer and what he had felt when he removed the ski mask.

"It was the same guy from the area, the guy I could have stopped but didn't" Peter had said to his Aunt, looking down and with one or two tears down his check. Katharine still had her other hand on top of Peter's and used her free hand to rub Peter's back gently. Peter then finished off by saying about what Uncle Ben had taught him and the fact that Peter had vowed to never give up on his responsibilities that had been placed on his shoulders. When Peter finished there was a silence that consumed them all, even Scott and Charles who were paying attention. The story made them all surprised and shocked to say the least. May was the most shocked out of them all and didn't say a word for the next hour. Peter was worried that she may have a heart attack but was stunned when she spoke.

"Peter. I don't know how to say this but. It wasn't your fault" She said to him, lifting her head up. This caught Peter by surprise.

"But it was thanks to me that Uncle Ben is dead. If I had done something then he would have been alive today" Peter responded confused.

"That may be true, but it was my fault to. You see after you had stormed of, me and Ben argued. Which resulted in him storming out after you, If I hadn't made him angry he may have been still with us today" May admitted sadly. Peter was taken back by this and never thought that she was even going to speck after he did.

"I guess we both have parts in this then" Peter said to her, trying to lift up the mood which worked as May tugged on a small smile. Peter was completely relived from the overall results of him telling his Aunt his origins and responsibilities and placed a smiled of his own. He wrapped one of his arms around Katharine's waist and his other at the back of his seat Katharine moved her hand to his chest and her head onto his shoulder.

"I suppose. How long have you two been a couple any way?" May asked changing the subject.

"Um. We just became a couple yesterday" Peter answered missing out what had happened before that, he didn't want to worry her further. Peter crossed his fingers that May wouldn't give him the 'Talk' during the trip or when they get back at the institute. He could tell that Katharine was thinking the same thing as he was as she sent a message to him in the link.

The rest of the journey was rather high spirited with Peter's fear out of the way. They all had some small talk which was mainly May asking Peter about being Spider-man or her asking about Katharine and the others plus what had hap. Peter often asked May about her trip away, what did she do there. Charles and Scott often joined in conversations when it seemed right to and they rather enjoyed the trip on the way back. Just nice talks between a Spider and his girlfriend, a sweet old lady, a wise leader and a wise old man on a wheel chair. Time started passing by rather quickly for them, too quickly for some of them and they reached the institute in another 3 hours. May was wide eyed once she saw the size of the Institute out of the window.

"My word look at the size at that" May pointed towards the big institute. Charles couldn't help but chuckle at her reaction.

"Don't worry, I'll give you a tour, then we'll get your room ready and get dinner on" Charles said her. May couldn't help but smile at the man and was looking forward to cooking with Ororo. She felt useful in this world for once since she is now living in a place full of young kids that have special gifts and abilities that others don't. She followed Charles into the entrance from the garage, with Logan trailing behind. Peter and Katharine went off to the games room for a bit of snooker, so Peter could show Katharine the other advantages of the Spider-Sense. Scott said that he'll join in after he got Jean to join in with them. Peter had to go to his room to get change, seeing as he spent nearly the whole day in his costume and it starts to itch a lot ,epically in certain areas. Katharine told him that she'll go ahead and meet him there while he got changed. As Peter walked up the stairs, he bumped into Kurt with out his holo watch on.

"Hey Peter. Who's the old lady?. She seems really nice" Kurt wondered. Peter knew that the 'old' lady was his Aunt and what surprised Peter was that Kurt didn't seem sorry, which told him that she did not faint at the sight of him.

"That's my Aunt May. I take it she's met you already" Peter said.

"Yea. At first she looked like she was going to faint but she got used to me with some help from the Professor and I" Kurt told him. Peter let out a breath of relief at the news, at least she wouldn't be having second thoughts about coming here already.

"That's good news. Any way I'm just going to get changed, then I heading for the game's room with Katharine, Scott and Jean for a bit of snooker. You want to join us?" Peter offered. Kurt kindly shock his head.

"I'm afraid not. I've got some homework to finish off so, some other time perhaps" Peter nodded and they both continued towards their own destinations. Peter quickly got changed and made it to the game's room where Katharine already was waiting for him. She flashed him a warm smile as she showed him that she had been preparing for the upcoming snooker games.

"You've been busy I presume?" Peter asked nicely as he wrapped an arm round her waist.

"Yea totally. The balls have a extra shell casing, so those with super strength like you and me won't break them with ease. Specially made myself" Katharine pointed out. She picked one up and dropped it to the ground, it made a small crater as it landed. Peter looked at it and was surprised to see that there wasn't even a dent in it but he was more impressed by Katharine's intelligence.

"Nice job." Peter commented. Katharine blushed a small tint of red before leaning her head onto his shoulder. They stayed like that for a few minutes, experiencing the moment to pass the time. A short time passed and Scott arrived with Jean, as they both walked in they smiled at the couple and refereed to them self's as one. They paired up for the friendly game against each over. They decided to let the girls go first, mainly because they asked '_nicely'_ and Peter insisted they did, so he could let Katharine in on some useful tips on the Spider-sense's advantages. Due to Jeans experience and Katharine's Spider-Sense, they were completely even, with their luck at the shots. Scott had to admit that it was a amusing view as both girls took the game seriously, although he complained that Katharine was practically cheating due to her spider-sense being able to guide her instincts to the best angle and shot. Peter just retaliated by saying that it's enough to make her even with Jean, who's got both telekinesis and experience to her disposal. The girls on the other hand were having an interesting time with their own skills and powers and even complemented each over on them, even though Katharine said that they were Peter's originally. They ended their competition on a friendly tie and it was then it was Peter's and Scott's turn. Scott made the mistake of saying that he's got a high chance of winning, when Peter let out that he has never played snooker before. So before they could try, Katharine gave him a quick show on what to do and said they she will assist him through the link if he was doing it wrong at all. So the mistake kicked in when Peter got the hang of the game rules rather fast, with only being assisted twice. Scott had a massive disadvantage as he had only played snooker a few times before and unlike him, Peter had a Spider-sense that he was experienced with , so it ended up with Peter having a massive lead.

Scott begged Jean to help him and pointed out that he had a massive disadvantage over Peter. Jean refused at first, but thought about it for a little bit and then complied eventually. She told Scott that she owned her and by the look on his face, Scott wasn't looking forward to it. With Jeans help Scott started to climb up some points but was still losing. A little while later Scott and Jean agreed that they couldn't win even with the help and gave up. They both agreed that it was enjoyable against each over and made a quick note to each over to do it again some time. As they all headed back up stairs, Peter and Katharine hand in hand. Scott and Jean hand and hand. Kurt teleported near them.

"Oh hey guys. Just here to say that Dinner's ready and boy does it look tasty" Kurt told them hungrily. Before they could say something he teleported again. They continued on and found that May and Ororo were setting up the table with what might have been both May's cooking and Ororo's cooking.

* * *

Dinner was delicious for all of them, they thought that Ororo's cooking was good before, but with Peter's Aunt, it couldn't have been better. Logan even admitted it, when she kept asking him for five and a half minutes straight, he asked out loud if the world has gone insane recently, earning a snicker from the other students and in return and glare from Logan and a extra hard DR session later, making them all regret it instantly. may kept asking them question's about their powers and life's, when she heard from Rouge, she couldn't help but feel extremely sympathetic for her, who wouldn't?. Since she can't even touch another person with out placing them in a hospital in a coma for several weeks and the fact that she had a rough life before her powers kicked in, making her life more of a hell. Some of her life began to look into the light when she joined the X-men some time later after her powers kicked in and she started to open up some more but still kept her distance. Evan had quite a pretty interesting life, considering his own Aunt happens to be Ororo aka Storm of the X-men, she was intrigued that his Aunt was in the institute _way_ before he was and his abilities are different than Storms, having the power to generate spikes anywhere on his body compared with weather manipulation.

She was very impressed, sympathetic, sorry and intrigued with their stories they had in their past life's, both before and during their time at the institute. Of course she told them a couple of her own stories, featured from her child hood to her elder life and when she meet Uncle Ben, she didn't think at first that they would be interested but to her surprise they listened closely to them, especially Peter, who spent most of his time isolated before gaining his powers.

After they had finished, both May and Ororo collected the dish's and started the washing up, while the others went of to get changed for the DR session. Peter, Katharine and Scott were not looking forward to it, being in a car or limo for several hours starts to put a form of pain in certain area's, the back mostly and that would be a problem since they have to keep their back straight during the session, But due to Peter's and now Katharine's enhanced agility, it wouldn't be too much of a problem unlike Scott.

Peter got changed into his, now repaired X-men uniform and got into the elevator with both Katharine and Rouge, both in their X-men uniforms. When Peter held Katharine in his arms as the elevator descended, Rouge couldn't help but feel depressed at the sight and at the same time. Jealous. She didn't know why but ever since Peter arrived, she felt like things were looking up for her. But again faith had tricked her seeing as Peter is now with Kitty, not that she had a _big_ problem with that, she still couldn't wonder about him Rogue knew deep down that she would never get to be any one, much like Peter due to both her powers and her distance towards them all. While she was looking at him, she noticed his unique physical body. His X-men costume does limit the image of what he looks like under it. She just couldn't stop looking at him, but she didn't know why. So when she noticed that Peter was noticing her stare, she looked away with a tiny amount of red on her cheeks.

Peter was busy staring into the distant door and holding Katharine in his arms that he didn't feel or notice Rogue's obvious stare until he looked over towards the lift's current number, that he noticed. He saw her embarrassment when he noticed the small red on her cheeks after she turned her head away.

'What am I doing looking at him. It's not like I can even touch him, besides he wouldn't go out with some one like me since he's with Kitty. First Scott now Peter. What else is my life going to throw at me?" She asked her self mentally.

Peter on the other hand was confused. He was rather grateful that Katharine didn't notice, other wise he'd properly have a hard time explaining and running from her, from his recent experience he knew not to get her in a bad mood. Peter was about to question Rouge when the lift door's opened up for the DR. The three moved out towards the centre of the room, where the others already were waiting.

"Well. Now that you are now all here let's get this session over with bubs. I hope that this doesn't kill you all since your much better alive. This is what I call a double session every one so keep that in mind for future events people" Logan said to them all, he pushed a few buttons and the simulation began.

* * *

Logan wasn't kidding about the extra hard Dr session. When they had finally finished it, Peter was pretty much shattered by the amount of effort he put into the session, any more and he felt like his bones were going to collapse. All the others were just sweating and finding it hard to get their breaths. Katharine passed out some time during the double session, when she had to hold up a massive weight above them and phase them across so they could continue on ward. Peter swore that Logan was watching in amusement during their torture, like he enjoyed putting them through the session's, he was hoping that Logan wouldn't get any ideas from it.

'I'm just hoping that Aunt may cooked us a snack or something while we were down there, depending if she remembers about my increased energy need. My hunger if she will' Peter hoped silently in his head. He tried to walk over to the lift, but nearly stumbled over trying to move until he felt an arm supporting him. Peter was a little stunned wondering if it was Katharine but removed the idea instantly, remembering that she was still out. He turned his head seeing Rogue was supporting him.

"Rogue?" Peter asked surprised as he detected an awkward silence between the two since he caught her staring earlier in the lift.

"Don't be surprised Pete, someone's got to, due to the state your in. Try not to get any idea's sugar" Rogue replied as she made sure that her arms don't make contact with the exposed skin on his torn costume. Peter helped them both out by placing his own hand on her fabric covered stomach. Thy both made their way over to the lift where the other's already were and Evan pushed a button when they got in. Peter checked over to Katharine to see that she was being carried by Kurt, Peter couldn't help but notice' how peaceful she looked in her sleep, he tugged on a small, gentle smile at the corner of his lips.

When the door's opened, they all walked into the kitchen and all looked for the left over's in the fridge from dinner, since they were completely exusted from the DR session. Peter managed to get a couple of scrambled eggs and a few bits of desert. it was enough to keep him up for another few hours or so enough time for him to go out on patrol. While every one was having their snack, he picked up Katharine bridal style and walked to her room. He gently kicked the door open with a tap of his foot and lied Katharine down on her bed and got her tucked in under the bed covers. He gave her a kiss on the forehead before heading to his own room.

When he got into his room, he opened up his wardrobe and moved his cloths aside until he found his Spider-man costume. A small part of him was looking forward to putting on the suit again and going out there in the night while the rest of him was glad that he was looking up to his responsibilities once again. He got on his costume and perched on the window ledge, out side his room.

'Well. Time to get to work once again' Peter thought to him self. He shot out a web line and began making his way over to the city for his patrol...

**_Finally!. I'm am really sorry for the delay I've a had a few problems while doing this so I hope this cheers you all up._**

_**A few disclaimers. I do not own any agents of shield ( Agent Coulson) I do not fully own the whole 'link' between Peter and Katharine idea, credit goes to the story called Marvel Crossroad story and the writer "aspringactor".**_

_**If your wondering about Rouge, then don't worry I am going to cheer her up by introducing Gambit later in the story so she doesn't feel let out. If any one has seen my profile page, then you will know about an OC I've made and am going to introduce to the X-men next chapter.**_

_**Some of you may be wondering about why Peter is different since he had his X-gene unlocked. I can help you with the question. The X-gene does not change a persons personality, it's basically their choice and reaction to them. So if it's not the X-gene, what is it?. If any one has a good idea what, then please place it in the review and I will conform your suggestions later in the story. **_


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